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

BHPAnnouncement

29/05/2024 16:30

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RNS Number : 3330Q  BHP Group Limited  29 May 2024

BHP Group Limited
Exchange release

29 May 2024

 

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

BHP Group Ltd (BHP) confirms that it does not intend to make a firm offer for
Anglo American plc (Anglo American).

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)  The Board of Directors of Anglo American 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.

Mike Henry, BHP Chief Executive Officer said:

"BHP will not be making a firm offer for Anglo American. BHP is committed to
its Capital Allocation Framework and maintains a disciplined approach to
mergers and acquisitions.

While we believed that our proposal for Anglo American was a compelling
opportunity to effectively grow the pie of value for both sets of
shareholders, we were unable to reach agreement with Anglo American on our
specific views in respect of South African regulatory risk and cost and,
despite seeking to engage constructively and numerous requests, we were not
able to access from Anglo American key information required to formulate
measures to address the excess risk they perceive

We remain of the view that our proposal was the most effective structure to
deliver value for Anglo American shareholders, and we are confident that,
working together with Anglo American, we could have obtained all required
regulatory approvals, including in South Africa."

On 20 May 2024, BHP submitted an increased and final offer ratio to the Board
of Directors of Anglo American as part of its revised proposal for a potential
combination with Anglo American to be effected by way of a scheme of
arrangement. The final offer ratio represented a total value of £31.11 per
BHP's announcement on 22 May 2024 (based on the closing share prices of BHP as
at 22 May 2024 and Anglo Platinum and Kumba as at 21 May 2024)(1). The revised
proposal followed BHP's proposals for a potential combination with Anglo
American which were submitted to the Board of Anglo American on 7 May 2024 and
16 April 2024.

BHP's revised proposal was rejected by the Board of Anglo American on 22 May
2024. BHP is disappointed that the Board of Anglo American has decided not to
continue discussions with BHP to resolve its concerns regarding the
implementation of BHP's revised proposal. BHP had been engaging with Anglo
American on these topics since the submission of its revised proposal on 20
May and believes that there was a viable pathway available to resolve Anglo
American's concerns.  In particular, Anglo American's assertion that value
risk under our proposal would be exclusively for the account of Anglo American
shareholders is not accurate.  As stated in our announcement today and to
Anglo American directly, BHP's intent was to share in the cost associated with
certain conditions that may be imposed as part of South African regulatory
approvals.

BHP's revised proposal would have offered immediate value for Anglo American
shareholders and would have allowed Anglo American shareholders to benefit
from the long-term value created from combining Anglo American and BHP.

This announcement is being made by BHP without Anglo American's prior
agreement or approval.

Authorised for release by Stefanie Wilkinson, Group Company Secretary.

Notes:

1.   Based on 0.8860 BHP shares for each ordinary share. The number of fully
diluted Anglo American shares assumed excluded shares held by Tarl Investment
Holdings Limited, Epoch Investment Holdings Limited, and Epoch Two Investment
Holdings. These shares total 112,300,129 as per the Rule 2.9 announcement by
Anglo American dated 25 April 2024.

 

Important Notices

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

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.

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 AG Australia Branch (together, "UBS") provided financial advice to BHP and
no one else in connection with the process or contents of this announcement.
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.

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.

Publication on a website

In accordance with Rule 26.1 of the UK 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.

 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

 Neil Burrows                                    James Bell

 +44 7786 661 683                                +44 7961 636 432
 Americas                                        Americas

 Renata Fernandaz                                Monica Nettleton

 +56 9 8229 5357                                 +1 (416) 518-6293
 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 / +27 (0) 10 0051303

 Philip Lindop

 Adrian Beidas

 Bruce Hart

 Akshay Majithia

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

 Cyrus Kapadia

 Spiro Youakim

 Gustavo Plenge

 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

 

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