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
Anglo American plc ("Anglo
American")
Registered office: 17
Charterhouse Street, London EC1N 6RA
Registered number: 3564138 (incorporated in England and
Wales)
Legal
Entity Identifier: 549300S9XF92D1X8ME43
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
James Wyatt-Tilby
james.wyatt-tilby@angloamerican.com
Tel: +44 (0)20 7968 8759
Marcelo Esquivel
marcelo.esquivel@angloamerican.com
Tel: +44 (0)20 7968 8891
Rebecca Meeson-Frizelle
rebecca.meeson-frizelle@angloamerican.com
Tel: +44 (0)20 7968 1374
South
Africa
Nevashnee Naicker
nevashnee.naicker@angloamerican.com
Tel: +27 (0)11 638 3189
Sibusiso Tshabalala
sibusiso.tshabalala@angloamerican.com
Tel: +27 (0)11 638 2175
|
|
UK
Tyler Broda
tyler.broda@angloamerican.com
Tel: +44 (0)20 7968 1470
Emma Waterworth
emma.waterworth@angloamerican.com
Tel: +44 (0)20 7968 8574
Juliet Newth
juliet.newth@angloamerican.com
Tel: +44 (0)20 7968 8830
Michelle Jarman
michelle.jarman@angloamerican.com
Tel: +44 (0)20 7968 1494
|
|
|
|
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.