Wrap Text
Statement re Revised Proposal from BHP
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.
13 May 2024
Statement re Revised Proposal from BHP
The Board of Anglo American (the "Board") notes the announcement made by BHP Group Limited
("BHP") and confirms that on 7 May 2024 it received a second unsolicited, non-binding and highly
conditional combination proposal from BHP (the "Latest Proposal").
The structure of the Latest Proposal is unchanged from the proposal previously rejected on 26 April
2024. This comprises 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.
Under the terms of the Latest Proposal, for each Anglo American share owned, Anglo American
shareholders would receive:
- 0.8132 BHP shares; and
- Ordinary shares in each of Anglo American Platinum Limited and of Kumba Iron Ore
Limited (distributed by Anglo American to its shareholders in direct proportion to Anglo
American shareholders' effective interest in Anglo American Platinum Limited and Kumba
Iron Ore Limited).
The Board has considered the Latest Proposal with its advisers and concluded that it continues to
significantly undervalue Anglo American and its future prospects.
In addition, the Board has also taken into account the detailed feedback from its extensive
engagement with Anglo American's shareholders and stakeholders since the approach from BHP
became public on 24 April 2024.
Aside from significantly undervaluing Anglo American, the Latest Proposal continues to
contemplate a structure which the Board believes is highly unattractive for Anglo American's
shareholders, given the uncertainty and complexity inherent, and significant execution risks.
The requirement to pursue two contemporaneous demergers creates significant uncertainty, which
falls disproportionately to Anglo American shareholders.
The Anglo American Platinum Limited and Kumba Iron Ore Limited shareholdings, at current
market value, are worth approximately $15bn and 34% of the proposed total consideration. This is
a substantial amount of stock to distribute and reflects a majority of the shares of both Anglo
American Platinum Limited and Kumba Iron Ore Limited. This creates significant uncertainty as to
the delivered value as part of the proposal.
In addition, by requiring this as part of a takeover of Anglo American, it would result in additional
approvals related to these two demergers. The timetable to obtain these additional approvals is
expected to be lengthy. Some of these approvals may result in potential conditions being attached
to the approvals, which could disproportionately impact Anglo American Platinum Limited and
Kumba Iron Ore Limited and are not addressed in the Latest Proposal.
Accordingly, the Board of Anglo American has unanimously rejected the Latest Proposal.
The Board is confident in Anglo American's standalone future prospects. Anglo American has
accelerated plans for delivery of its standalone strategy and will provide a detailed investor update
on 14 May 2024.
Stuart Chambers, Chairman of Anglo American, commented:
"The latest proposal from BHP again fails to recognise the value inherent in Anglo American. Anglo
American shareholders are well positioned to benefit from increasing demand from future enabling
products while the increasing capital intensity to bring greenfield supply online makes proven
assets with world class resource endowments ever more attractive. The Anglo American team is
focused on delivering against its strategic priorities of operational excellence, portfolio simplification
and growth and is set to accelerate delivery in order to unlock this inherent value.
The BHP proposal also continues to have a highly unattractive structure. This leaves Anglo
American, its shareholders and stakeholders disproportionately at risk from the substantial
uncertainty and execution risk created by the proposed inter-conditional execution of two
demergers and a takeover."
Anglo American shareholders are advised to take no action in relation to this matter. 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 being made without the agreement or approval of BHP.
For further information, please contact:
Anglo American
Media Investors
UK UK
James Wyatt-Tilby Tyler Broda
james.wyatt-tilby@angloamerican.com tyler.broda@angloamerican.com
Tel: +44 (0)20 7968 8759 Tel: +44 (0)20 7968 1470
Marcelo Esquivel Emma Waterworth
marcelo.esquivel@angloamerican.com emma.waterworth@angloamerican.com
Tel: +44 (0)20 7968 8891 Tel: +44 (0)20 7968 8574
Rebecca Meeson-Frizelle Juliet Newth
rebecca.meeson-frizelle@angloamerican.com juliet.newth@angloamerican.com
Tel: +44 (0)20 7968 1374 Tel: +44 (0)20 7968 8830
South Africa Michelle Jarman
Nevashnee Naicker michelle.jarman@angloamerican.com
nevashnee.naicker@angloamerican.com Tel: +44 (0)20 7968 1494
Tel: +27 (0)11 638 3189
Sibusiso Tshabalala
sibusiso.tshabalala@angloamerican.com
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
Sources and Bases
The value of Anglo American Platinum Limited and Kumba Iron Ore Limited shareholdings are based
on share prices as at closing on 10 May 2024 and GBP/USD and ZAR/GBP exchange rates as at
10 May 2024.
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.Anglo American.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.
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)
Date: 13-05-2024 04:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
