Statement regarding proposal for Anglo American
Summary by AI BETAClose X
Exchange release
24 November 2025
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
Following preliminary discussions with the Board of Anglo American plc (Anglo American), BHP Group Ltd (BHP) confirms that it is no longer considering a combination of the two companies.
Whilst BHP continues to believe that a combination with Anglo American would have had strong strategic merits and created significant value for all stakeholders, BHP is confident in the highly compelling potential of its own organic growth strategy.
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) Anglo American's Board of Directors 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.
Authorised for release by Stefanie Wilkinson, Group General Counsel and Group Company Secretary
BHP Group Limited ABN 49 004 028 077
Contacts |
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Media media.relations@bhp.com |
Investor Relations investor.relations@bhp.com |
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Australia and Asia Gabrielle Notley +61 411 071 715 |
Australia and Asia John-Paul Santamaria +61 499 006 018 |
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Europe, Middle East and Africa Amanda Saunders +44 7887 468 926
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Europe, Middle East and Africa James Bell +44 7961 636 432 |
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North America Megan Hjulfors
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Americas James Bell +44 7961 636 432 |
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Latin America Renata Fernandez +56 9 8229 5357 |
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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
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Lazard (Joint Lead Financial Adviser to BHP) Cyrus Kapadia Spiro Youakim Jonathan Pallett Gustavo Plenge
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+44 20 7187 2000 |
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UBS (Joint Lead Financial Adviser to BHP) David Roberts Sandip Dhillon Calvin O'Shaughnessy Campbell Stewart
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+44 20 7567 8000 / +61 2 9324 3100 |
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Barclays (Joint Lead Financial Adviser to BHP) Philip Lindop Adrian Beidas Akshay Majithia Eoin Healy
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+44 20 7623 2323 |
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
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.
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 Securities Australia Limited (together, UBS) provided financial advice to BHP and no one else in connection with the process or contents of this announcement.
BHP Group Limited ABN 49 004 028 077
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.
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.
Publication on a website
In accordance with Rule 26.1 of the UK Takeover 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
BHP Group Limited ABN 49 004 028 077
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