REG - BHP Group Limited - Statement regarding proposal for Anglo American

BHPAnnouncement

24/11/2025 07:00

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RNS Number : 6320I  BHP Group Limited  24 November 2025

Exchange release

24 November 2025

 

Statement regarding proposal for Anglo American plc

 

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

THIS ANNOUNCEMENT IS AN ANNOUNCEMENT UNDER RULE 2.8 OF THE UK CITY CODE ON
TAKEOVERS AND MERGERS (THE UK CODE)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

Following preliminary discussions with the Board of Anglo American plc (Anglo
American), BHP Group Ltd (BHP) confirms that it is no longer considering a
combination of the two companies.

Whilst BHP continues to believe that a combination with Anglo American would
have had strong strategic merits and created significant value for all
stakeholders, BHP is confident in the highly compelling potential of its own
organic growth strategy.

This is a statement to which Rule 2.8 of the UK Code applies. As is customary,
BHP reserves the right to set aside this statement in the following
circumstances that are set out under Note 2 to Rule 2.8 of the UK Code:

(a)        Anglo American's Board of Directors agreeing to this
statement being set aside;

(b)        a third party announcing a firm intention to make an offer
for Anglo American;

(c)        Anglo American announcing a Rule 9 waiver proposal (as
described in Note 1 of the Notes on Dispensations from Rule 9 of the UK Code)
or a reverse takeover (as defined in the UK Code); or

(d)        the UK Panel on Takeovers and Mergers determining that there
has been a material change of circumstances.

 

 

Authorised for release by Stefanie Wilkinson, Group General Counsel and Group
Company Secretary

 

 

BHP Group Limited ABN 49 004 028 077

 Contacts
 Media                           Investor Relations

 media.relations@bhp.com         investor.relations@bhp.com
 Australia and Asia              Australia and Asia

 Gabrielle Notley                John-Paul Santamaria

 +61 411 071 715                  +61 499 006 018
 Europe, Middle East and Africa  Europe, Middle East and Africa

 Amanda Saunders                 James Bell

 +44 7887 468 926                +44 7961 636 432

 North America                   Americas

 Megan Hjulfors                  James Bell

+1 403 605 2314

                               +44 7961 636 432

 Latin America

 Renata Fernandez

 +56 9 8229 5357

 

 

BHP Group Limited

ABN 49 004 028 077

LEI WZE1WSENV6JSZFK0JC28

Registered in Australia

Level 18, 171 Collins Street

Melbourne

Victoria 3000 Australia

Tel : +61 1300 55 4757 Fax : +61 3 9609 3015

 

BHP Group is headquartered in Australia

 

bhp.com

 

 

BHP Group Limited ABN 49 004 028 077

 

 Lazard (Joint Lead Financial Adviser to BHP)    +44 20 7187 2000

 Cyrus Kapadia

 Spiro Youakim

 Jonathan Pallett

 Gustavo Plenge

 UBS (Joint Lead Financial Adviser to BHP)       +44 20 7567 8000 / +61 2 9324 3100

 David Roberts

 Sandip Dhillon

 Calvin O'Shaughnessy

 Campbell Stewart

 Barclays (Joint Lead Financial Adviser to BHP)  +44 20 7623 2323

 Philip Lindop

 Adrian Beidas

 Akshay Majithia

 Eoin Healy

Rule 9 waiver proposal and reverse takeover

A Rule 9 waiver proposal is where the Panel is asked to waive the obligation
to make an offer under Rule 9 of the UK Code which would otherwise arise
where, as a result of the issue of new securities as consideration for an
acquisition or a cash subscription or in fulfilment of obligations under an
agreement to underwrite the issue of new securities, a person or group of
persons acting in concert acquires an interest, or interests, in shares which
carry 30% or more of the voting rights of a company (to which the UK Code
applies).

A transaction will be a reverse takeover if an offeror (being a company to
which the UK Code applies) might as a result need to increase its existing
issued voting equity share capital by more than 100%.

Financial Advisers

Lazard & Co., Limited (Lazard), which is authorised and regulated in the
United Kingdom by the  Financial Conduct Authority, is acting exclusively as
financial adviser to BHP and no one else in  connection with the subject
matter of this announcement and will not be responsible to anyone other than
BHP for providing the protections afforded to clients of Lazard nor for
providing advice in relation to the subject matter or any other matters
referred to in this announcement. Neither Lazard nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Lazard in connection with this
announcement, any statement contained herein or otherwise.

UBS AG London Branch is authorised and regulated by the Financial Market
Supervisory Authority in Switzerland. It is authorised by the Prudential
Regulation Authority (the PRA) and subject to regulation by the FCA and
limited regulation by the PRA in the United Kingdom. UBS AG London Branch and
UBS Securities Australia Limited (together, UBS) provided financial advice to
BHP and no one else in connection with the process or contents of this
announcement.

BHP Group Limited ABN 49 004 028 077

 

In connection with such matters, UBS will not regard any other person as its
client, nor will it be responsible to any other person for providing the
protections afforded to its clients or for providing advice in relation to the
process, contents of this announcement or any other matter referred to herein.

Barclays Bank PLC, acting through its Investment Bank (Barclays), which is
authorised by the  Prudential Regulation Authority and regulated in the
United Kingdom by the Financial Conduct Authority and the Prudential
Regulation Authority, is acting exclusively for BHP and no one else in
connection with the subject matter of this announcement and will not be
responsible to anyone other than BHP for providing the protections afforded to
clients of Barclays nor for providing advice in relation to the subject matter
of this announcement.

Publication on a website

In accordance with Rule 26.1 of the UK Takeover Code, a copy of this
announcement will be available at https://www.bhp.com (https://www.bhp.com)
promptly and in any event by no later than 12 noon (UK time) on the business
day following this announcement. The content of the website referred to in
this announcement is not incorporated into and does not form part of this
announcement

BHP Group Limited ABN 49 004 028 077

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