Anglo American PLC has received an unsolicited, non-binding, and highly conditional combination proposal from BHP Group Limited. The proposal includes an all-share offer for Anglo American by BHP, preceded by separate demergers by Anglo American of its entire shareholdings in Anglo American Platinum Limited and Kumba Iron Ore Limited to Anglo American shareholders. The Board is currently reviewing this proposal with its advisers. There is no certainty that any offer will be made, nor as to the terms on which any such offer might be made. Pending any further announcements, Anglo American shareholders should take no action. Under Rule 2.6(a) of the Code, BHP must announce a firm intention to make an offer for Anglo American by 22 May 2024, or announce that it does not intend to make an offer. As a consequence of this announcement, an 'offer period' has now commenced in respect of the Company in accordance with the rules of the Code.
The company has provided contact information for further inquiries. Centerview Partners UK LLP, Goldman Sachs International, and Morgan Stanley & Co. International plc are acting as financial advisers to Anglo American, with Linklaters LLP retained as the legal adviser. The person responsible for this announcement is Richard Price, Legal & Corporate Affairs Director (Company Secretary), Anglo American plc.
The announcement contains inside information and is an announcement falling under Rule 2.4 of the City Code on Takeovers and Mergers. It does not constitute an announcement of a firm intention to undertake any transaction under Rule 2.7 of the Code. The announcement also triggers an 'offer period' in accordance with the rules of the Code. The attention of shareholders is drawn to the disclosure requirements of Rule 8 of the Code.
The announcement emphasizes that it does not constitute an announcement of a firm intention to undertake any transaction under Rule 2.7 of the Code and that there can be no certainty that any offer will be made, nor as to the terms on which any such offer would be made. The company advises shareholders to take no action pending further announcements.