Wrap Text
Further regulatory information regarding the merger of equals between Anglo American and Teck
Anglo American plc
Registered office: 17 Charterhouse Street, London EC1N 6RA
Registered number: 3564138 (incorporated in England and Wales)
Legal Entity Identifier: 549300S9XF92D1X8ME43
ISIN: GB00BTK05J60
JSE Share Code: AGL
NSX Share Code: ANM
(the "Company")
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
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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
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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
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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
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)
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.
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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
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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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Date: 17-10-2025 03:00:00
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