Wrap Text
Update on BHP offer for Anglo American
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
29 May 2024
Update on BHP's offer for Anglo American
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 2.4 OF THE UK CITY CODE ON
TAKEOVERS AND MERGERS (THE UK CODE) AND IS NOT AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO
CERTAINTY THAT AN OFFER WILL BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
Update on BHP's offer for Anglo American
On 22 May 2024, BHP Group Ltd (BHP) announced a revised proposal for a combination with Anglo
American plc (Anglo American) and the Board of Anglo American announced an extension to the
deadline for BHP to make an offer for Anglo American to 29 May 2024 (Deadline).
BHP welcomed the extension as it provided the opportunity to engage with Anglo American about its
concerns regarding BHP's proposal. Since the extension to the deadline, BHP has continued to work
extensively to address those matters. This has included several engagements with Anglo American and
its advisers.
BHP's response to Anglo American
BHP has proposed a range of socioeconomic measures intended to address Anglo American's
concerns regarding our proposed transaction structure
BHP is confident that the measures it has proposed to the Board of Anglo American provide a viable
pathway to resolve the matters raised by Anglo American and would support South African regulatory
approvals. BHP has considered market precedent transactions and believes that the risks are
quantifiable and manageable. BHP has already factored the costs associated with these risks into the
offer ratio of its proposal.
BHP believes that these proposed measures would provide greater economic benefits to South Africa
than Anglo American's Accelerating Value Delivery plan, mitigate perceived value and completion
uncertainty and ensure that any costs are not borne disproportionately by Anglo American shareholders.
BHP has indicated that it would also be willing to discuss an appropriate reverse break fee, payable by
BHP, on failure to achieve the necessary anti-trust and regulatory approvals, including in South Africa.
Socio-economic initiatives in South Africa
BHP's proposal comprises an all-share offer for Anglo American subject to the pro-rata distribution by
Anglo American of its entire shareholdings in Anglo Platinum and Kumba Iron Ore to Anglo American
shareholders immediately before completion of the scheme of arrangement. Anglo Platinum and
Kumba Iron Ore would continue to be listed in South Africa on the Johannesburg Stock Exchange
(JSE). BHP intends to maintain its listing on the JSE and is expected to achieve a JSE index weighting
of approximately 5% on completion.
BHP continues to believe that there would be clear benefits to the South African government, economy
and communities from Anglo Platinum and Kumba Iron Ore becoming major standalone entities listed
on the JSE with significant increased JSE index weightings. Anglo Platinum and Kumba Iron Ore would
be independently run by established South African-based management teams. As self-governed
companies, Anglo Platinum and Kumba Iron Ore would be better placed to reinvest cash flow and
capital directly into South Africa.
As part of its increased presence in South Africa, BHP intends to continue and build on Anglo
American's legacy of social investment and value creation in South Africa including by:
• if required to secure regulatory approvals, BHP sharing in the costs of increased South African
employee ownership of the listed South African businesses;
• establishing a Mining Centre of Excellence to support R&D, training and promotion of South Africa
as a premier mining destination;
• maintaining current employment levels at Anglo American's Johannesburg office to provide ongoing
support to the South African assets to be acquired and other assets in the combined group, as well
as to Anglo Platinum and Kumba as a third party service provider;
• maintaining funding for Anglo American's charitable commitments in South Africa at the current
level;
• supporting local South African procurement and engagement across mining industry sectors and
regions;
• ensuring continued access for South African investors through the listing of BHP on the
Johannesburg Stock Exchange; and
• maintaining Anglo American's existing South African Reserve Bank (SARB) and National Treasury
undertakings, to the maximum extent practicable.
These proposed measures are expected to be maintained for a period of at least three years.
BHP believes that its proposal will contribute to South Africa and allow the benefits of South African
mining to be shared with more South African stakeholders.
Next steps
BHP believes that the proposed measures it has put forward provide substantial risk protection for Anglo
American shareholders and supplement the significant value uplift that Anglo American shareholders
will receive from the potential combination. BHP believes a further extension of the Deadline is required
to allow for further engagement on its proposal.
This announcement does not amount to a firm intention to make an offer and there can be no certainty
that an offer will be made. There is no certainty that any form of agreement or transaction will be reached
or concluded. Nothing in this announcement constitutes or intended to constitute a post-offer
undertaking for the purposes of Rule 19.5 of the UK Code.
This announcement is being made by BHP without prior agreement or approval of Anglo American.
Authorised for release by Stefanie Wilkinson, Group Company Secretary.
Sponsor: J.P. Morgan Equities South Africa Proprietary Limited
Important Notices
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.
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
AG Australia Branch (together, UBS) provided financial advice to BHP and no one else in connection
with the process or contents of this announcement. 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.
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.
Publication on a website
In accordance with Rule 26.1 of the 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.
Disclosure requirements of the UK Takeover 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, 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.
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
Neil Burrows James Bell
+44 7786 661 683 +44 7961 636 432
Americas Americas
Megan Hjulfors Monica Nettleton
+1 (403) 605-2314 +1 (416) 518-6293
Renata Fernandaz
+56 9 8229 5357
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 BHP) +44 20 7623 2323 / +27 (0) 10 0051303
Philip Lindop
Adrian Beidas
Bruce Hart
Akshay Majithia
Lazard (Financial Adviser to BHP) +44 20 7187 2000
Cyrus Kapadia
Spiro Youakim
Gustavo Plenge
BHP Group Limited
ABN 49 004 028 07
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 is headquartered in Australia
BHP Group Limited ABN 49 004 028 077
Date: 30-05-2024 07:30:00
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 
