Wrap Text
Statement regarding proposal 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
Statement regarding proposal for Anglo American plc
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 2.8 OF THE UK CITY CODE ON
TAKEOVERS AND MERGERS (THE UK CODE)
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
BHP Group Ltd (BHP) confirms that it does not intend to make a firm offer for Anglo American plc
(Anglo American).
This is a statement to which Rule 2.8 of the UK Code applies. As is customary, BHP reserves the right
to set aside this statement in the following circumstances that are set out under Note 2 to Rule 2.8 of
the UK Code:
(a) The Board of Directors of Anglo American agreeing to this statement being set aside;
(b) a third party announcing a firm intention to make an offer for Anglo American;
(c) Anglo American announcing a Rule 9 waiver proposal (as described in Note 1 of the Notes on
Dispensations from Rule 9 of the UK Code) or a reverse takeover (as defined in the UK Code);
or
(d) the UK Panel on Takeovers and Mergers determining that there has been a material change of
circumstances.
Mike Henry, BHP Chief Executive Officer said:
"BHP will not be making a firm offer for Anglo American. BHP is committed to its Capital Allocation
Framework and maintains a disciplined approach to mergers and acquisitions.
While we believed that our proposal for Anglo American was a compelling opportunity to effectively
grow the pie of value for both sets of shareholders, we were unable to reach agreement with Anglo
American on our specific views in respect of South African regulatory risk and cost and, despite seeking
to engage constructively and numerous requests, we were not able to access from Anglo American key
information required to formulate measures to address the excess risk they perceive
We remain of the view that our proposal was the most effective structure to deliver value for Anglo
American shareholders, and we are confident that, working together with Anglo American, we could
have obtained all required regulatory approvals, including in South Africa."
On 20 May 2024, BHP submitted an increased and final offer ratio to the Board of Directors of Anglo
American as part of its revised proposal for a potential combination with Anglo American to be
effected by way of a scheme of arrangement. The final offer ratio represented a total value of £31.11
per BHP's announcement on 22 May 2024 (based on the closing share prices of BHP as at 22 May
2024 and Anglo Platinum and Kumba as at 21 May 2024)1. The revised proposal followed BHP's
proposals for a potential combination with Anglo American which were submitted to the Board of
Anglo American on 7 May 2024 and 16 April 2024.
BHP's revised proposal was rejected by the Board of Anglo American on 22 May 2024. BHP is
disappointed that the Board of Anglo American has decided not to continue discussions with BHP to
resolve its concerns regarding the implementation of BHP's revised proposal. BHP had been engaging
with Anglo American on these topics since the submission of its revised proposal on 20 May and
believes that there was a viable pathway available to resolve Anglo American's concerns. In particular,
Anglo American's assertion that value risk under our proposal would be exclusively for the account of
Anglo American shareholders is not accurate. As stated in our announcement today and to Anglo
American directly, BHP's intent was to share in the cost associated with certain conditions that may be
imposed as part of South African regulatory approvals.
BHP's revised proposal would have offered immediate value for Anglo American shareholders and
would have allowed Anglo American shareholders to benefit from the long-term value created from
combining Anglo American and BHP.
This announcement is being made by BHP without Anglo American's prior agreement or approval.
Sponsor: J.P. Morgan Equities South Africa Proprietary Limited
Authorised for release by Stefanie Wilkinson, Group Company Secretary.
Notes:
1. Based on 0.8860 BHP shares for each ordinary share. The number of fully diluted Anglo
American shares assumed excluded shares held by Tarl Investment Holdings Limited, Epoch
Investment Holdings Limited, and Epoch Two Investment Holdings. These shares total
112,300,129 as per the Rule 2.9 announcement by Anglo American dated 25 April 2024.
Important Notices
Rule 9 waiver proposal and reverse takeover
A Rule 9 waiver proposal is where the Panel is asked to waive the obligation to make an offer under
Rule 9 of the UK Code which would otherwise arise where, as a result of the issue of new securities as
consideration for an acquisition or a cash subscription or in fulfilment of obligations under an agreement
to underwrite the issue of new securities, a person or group of persons acting in concert acquires an
interest, or interests, in shares which carry 30% or more of the voting rights of a company (to which the
UK Code applies).
A transaction will be a reverse takeover if an offeror (being a company to which the UK Code applies)
might as a result need to increase its existing issued voting equity share capital by more than 100%.
Financial advisers
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 UK 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.
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
Renata Fernandaz Monica Nettleton
+56 9 8229 5357 +1 (416) 518-6293
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 49 004 028 077
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 Group is headquartered in Australia
bhp.com
BHP Group Limited ABN 49 004 028 077
Date: 30-05-2024 07:50:00
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