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Rejection of BHP Proposal
Anglo American plc (the "Company")
Registered office: 17 Charterhouse Street, London EC1N 6RA
Registered number: 3564138 (incorporated in England and Wales)
Legal Entity Identifier: 549300S9XF92D1X8ME43
ISIN: GBOOB1XZS820
JSE Share Code: AGL
NSX Share Code: ANM
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
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.
The Company has a primary listing on the Main Market of the London Stock Exchange and secondary
listings on the Johannesburg Stock Exchange, the Botswana Stock Exchange, the Namibia Stock Exchange
and the SIX Swiss Exchange.
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
For further information, please contact:
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
Sibusiso Tshabalala michelle.jarman@angloamerican.com
sibusiso.tshabalala@angloamerican.com Tel: +44 (0)20 7968 1494
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
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 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.
Notes:
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
Registered Number: 3564138 Legal Entity Identifier: 549300S9XF92D1X8ME43
Date: 26-04-2024 08:11:00
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