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 AND, SAVE AS SET OUT
IN BHP'S ANNOUNCEMENT DATED 13 MAY 2024 (AND SUBJECT TO THE
RESERVATIONS SET OUT THEREIN), THERE CAN BE NO CERTAINTY AS TO THE
TERMS ON WHICH AN OFFER MAY BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
22 May 2024
|
Anglo American rejects further BHP
proposal and extends PUSU deadline to 29 May 2024
|
|
On 20 May 2024, the Board of Anglo
American (the "Board") received a third unsolicited, non-binding
and highly conditional takeover proposal from BHP Group Limited
("BHP") (the "Latest Proposal").
Under the terms of the Latest
Proposal, for each Anglo American share owned, Anglo American's
shareholders would receive:
· 0.8860
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's shareholders'
effective interest in Anglo American Platinum Limited and Kumba
Iron Ore Limited).
The terms of the Latest Proposal
represent a total value, based on undisturbed share prices as at
market close on 23 April 2024, of approximately £29.34 per Anglo
American share. On the basis of the 30-day and 90-day volume
weighted average share prices up to and including 23 April 2024,
the terms of the Latest Proposal would value Anglo American at
£29.91 and £29.67 per Anglo American share,
respectively.
The Latest Proposal includes the
same highly complex structure as the proposals previously rejected
on 26 April 2024 and 13 May 2024. This involves 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's shareholders. The all-share offer and required demergers
would be inter-conditional.
The Board and its advisers have
engaged with BHP and its advisers on multiple occasions with a
particular focus on the proposed structure and associated risks.
The Board continues to believe that there are serious concerns with
the structure given that it is likely to result in material
completion risk and value impact that disproportionately falls on
Anglo American's shareholders.
The requirement to pursue two
contemporaneous demergers of publicly listed companies alongside a
takeover and the inter-conditional nature of the three transactions
is unprecedented, and as a result of a takeover would result in
additional material approvals and conditions, particularly in South
Africa. BHP's Latest Proposal is therefore in clear contrast to
Anglo American's simpler standalone plan to accelerate value
delivery announced on 14 May 2024 and its proposal to demerge Anglo
American Platinum Limited - a single demerger that Anglo American
has a proven track record in delivering.
The complex process proposed by BHP
is likely to take 18 months or more to complete and carries
significant execution and completion risks relating to both value
and time. The key elements of Anglo American's standalone plan to
accelerate value delivery are expected to be substantively complete
by that stage. The approvals required in relation to BHP's Latest
Proposal will also likely result in conditions being imposed that
disproportionately impact Anglo American Platinum Limited and Kumba
Iron Ore Limited and, therefore, Anglo American's
shareholders.
In addition, the Board has also
considered detailed feedback from its extensive engagement with
Anglo American's shareholders and stakeholders since the release of
Anglo American's accelerated plans for delivery of its standalone
strategy on 14 May 2024, continuing its engagement with its
shareholders since the approach from BHP became public on 24 April
2024.
The Board is confident in Anglo
American's standalone future prospects and believes that Anglo
American has set out a clear pathway to deliver the acceleration of
its strategy detailed on 14 May 2024, that is expected to unlock
significant and undiluted value for Anglo American's
shareholders.
Taking the above considerations into
account, the Board of Anglo American has unanimously rejected the
Latest Proposal.
In order to allow for further
engagement with BHP on the mitigation of risks and value impact on
Anglo American's shareholders that are inherent in its Latest
Proposal, Anglo American announces that, in accordance with Rule
2.6(c) of the Code, the Board has requested, and the Panel on
Takeovers and Mergers (the "Panel") has consented to, an extension
to the date by which BHP is required either to announce a firm
intention to make an offer for Anglo American in accordance with
Rule 2.7 of the Code or to 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 Code applies. Such announcement
must now be made by not later than 5.00 p.m. on 29 May 2024. This
deadline will only be extended with the consent of the Panel in
accordance with Rule 2.6(c) of the Code.
Stuart Chambers, Chairman of Anglo
American, commented:
"The Board is confident in Anglo
American's standalone future prospects and believes that Anglo
American has set out a clear pathway and timeframe to deliver the
acceleration of its strategy to unlock significant and undiluted
value for Anglo American's shareholders. The Board considered BHP's
Latest Proposal carefully, concluded it does not meet expectations
of value delivered to Anglo American's shareholders, and has
unanimously rejected it. In particular, it does not address the
Board's concerns about the structure, which results in significant
complexity, execution risks, an extended timeline to completion and
consequently has the potential for material value leakage to be
disproportionately suffered by Anglo American's shareholders.
Multiple engagements with the BHP team have not yet been able to
resolve the concerns on these issues.
"However, the Board is willing to
continue to engage with BHP and its advisers on this topic and has
therefore requested a one week extension to the PUSU deadline which
has been consented to by the Panel."
There can be no certainty that any
firm offer will be made and, save as set out in BHP's announcement
dated 13 May 2024 (and subject to the reservations set out
therein), there can be no certainty as to the terms on which an
offer may be made.
This announcement is being made
without the agreement or approval of BHP.
For further information, please
contact:
The person responsible for this
announcement is Richard Price, Legal & Corporate Affairs
Director (Company Secretary), Anglo American plc.
Sources and
Bases
1. The total value of
the Latest Proposal is based on share prices of BHP, Anglo American
Platinum Limited and Kumba Iron Ore Limited as at market close on
23 April 2024, and GBP/AUD and GBP/ZAR exchange rates of 1.9190 and
23.7971, respectively as at 23 April 2024.
2. Volume weighted
average prices are derived from Bloomberg.
3. The number of fully
diluted Anglo American shares assumed excludes "Own Shares" as
defined in Anglo American's 2023 annual 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 to editors:
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
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.
Disclaimer
This document is for information
purposes only and does not constitute, nor is to be construed as,
an offer to sell or the recommendation, solicitation, inducement or
offer to buy, subscribe for or sell shares in Anglo American or any
other securities by Anglo American or any other party. Further, it
should not be treated as giving investment, legal, accounting,
regulatory, taxation or other advice and has no regard to the
specific investment or other objectives, financial situation or
particular needs of any recipient.
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 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 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 or industry results to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statements.
Such forward-looking statements are
based on numerous assumptions regarding Anglo American's present
and future business strategies and the environment in which Anglo
American will operate in the future. Important factors that could
cause Anglo American'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 commodity market prices,
unanticipated downturns in business relationships with customers or
their purchases from Anglo American, 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
assets and changes in taxation or safety, health, environmental or
other types of regulation in the countries where Anglo American
operates, conflicts over land and resource ownership rights and
such other risk factors identified in Anglo American's most recent
Annual Report. 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 and Transparency
Rules of the Financial Conduct Authority, the 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
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 will necessarily match or exceed its 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 Anglo American
expressly disclaims any responsibility for, or liability in respect
of, such information.
©Anglo American Services (UK) Ltd
2024. TM
and TM are trademarks of Anglo
American Services (UK) Ltd.
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