Wrap Text
Statement regarding proposal for Anglo American plc
BHP Group Limited
BHP Group Limited ABN 49 004 028 077
Registered in Australia
Registered Office: Level 18, 171 Collins Street Melbourne VIC 3000
Share code: BHG
ISIN: AU000000BHP4
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
Sponsor: J.P. Morgan Equities South Africa Proprietary Limited
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 +44 20 7623 2323
BHP)
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 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
Date: 24-11-2025 07:05:00
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