For further information, please contact:
| Centerview Partners UK LLP |
|
| (Financial Adviser to Anglo American) |
|
| James Hartop |
|
| Edward Rowe |
Tel: +44 (0)20 7409 9700 |
| Fiona McHardy |
|
|
|
| Goldman Sachs International |
|
| (Financial Adviser to Anglo American) |
|
| Mark Sorrell |
|
| David Hammond |
Tel: +44 (0)20 7774 1000 |
| Bertie Whitehead |
|
|
|
| Morgan Stanley & Co. International plc |
|
| (Financial Adviser to Anglo American) |
|
| Simon Smith |
|
| Anthony Zammit |
Tel: +44 (0)20 7425 8000 |
| Tom Perry |
|
|
|
The person responsible for this announcement is Richard Price, Legal & Corporate Affairs Director (Company Secretary), Anglo American plc.
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.
Forward-looking statements and third party information
This document includes forward-looking statements. All statements other than statements of historical facts included in this document, including, without limitation, those regarding Anglo American’s financial position, business, acquisition and divestment strategy, dividend policy, plans and objectives of management for future operations, prospects and projects (including development plans and objectives relating to Anglo American’s products, production forecasts and Ore Reserve and Mineral Resource positions) and sustainability performance related (including environmental, social and governance) goals, ambitions, targets, visions, milestones and aspirations, are forward-looking statements. By their nature, such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Anglo American or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Such forward-looking statements are based on numerous assumptions regarding Anglo American’s present and future business strategies and the environment in which Anglo American will operate in the future. Important factors that could cause Anglo American’s actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, levels of actual production during any period, levels of global demand and commodity market prices, unanticipated downturns in business relationships with customers or their purchases from Anglo American, mineral resource exploration and project development capabilities and delivery, recovery rates and other operational capabilities, safety, health or environmental incidents, the effects of global pandemics and outbreaks of infectious diseases, the impact of attacks from third parties on our information systems, natural catastrophes or adverse geological conditions, climate change and extreme weather events, the outcome of litigation or regulatory proceedings, the availability of mining and processing equipment, the ability to obtain key inputs in a timely manner, the ability to produce and transport products profitably, the availability of necessary infrastructure (including transportation) services, the development, efficacy and adoption of new or competing technology, challenges in realising resource estimates or discovering new economic mineralisation, the impact of foreign currency exchange rates on market prices and operating costs, the availability of sufficient credit, liquidity and counterparty risks, the effects of inflation, terrorism, war, conflict, political or civil unrest, uncertainty, tensions and disputes and economic and financial conditions around the world, evolving societal and stakeholder requirements and expectations, shortages of skilled employees, unexpected difficulties relating to acquisitions or divestitures, competitive pressures and the actions of competitors, activities by courts, regulators and governmental authorities such as in relation to permitting or forcing closure of mines and ceasing of operations or maintenance of Anglo American’s assets and changes in taxation or safety, health, environmental or other types of regulation in the countries where Anglo American operates, conflicts over land and resource ownership rights and such other risk factors identified in Anglo American’s most recent Annual Report. Forward-looking statements should, therefore, be construed in light of such risk factors and undue reliance should not be placed on forward-looking statements. These forward-looking statements speak only as of the date of this document. Anglo American expressly disclaims any obligation or undertaking (except as required by applicable law, the City Code on Takeovers and Mergers, the UK Listing Rules, the Disclosure and Transparency Rules of the Financial Conduct Authority, the Listings Requirements of the securities exchange of the JSE Limited in South Africa, the SIX Swiss Exchange, the Botswana Stock Exchange and the Namibian Stock Exchange and any other applicable regulations) to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in Anglo American’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
No statement in this announcement constitutes, or should be construed, as a profit forecast for the purposes of Rule 28 of the City Code on Takeovers and Mergers (the “City Code”) for any period, and nothing in this document should be interpreted, or construed, to mean that future earnings for Anglo American or future earnings per share of Anglo American, as appropriate, for the current or future financial years will necessarily match or exceed its historical published earnings for Anglo American or per Anglo American share. Certain statistical and other information included in this document is sourced from third party sources (including, but not limited to, externally conducted studies and trials). As such it has not been independently verified and presents the views of those third parties, but may not necessarily correspond to the views held by Anglo American and Anglo American expressly disclaims any responsibility for, or liability in respect of, such information.
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.angloamerican.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.
This document is for information purposes only and does not constitute, nor is to be construed as, an offer to sell or the recommendation, solicitation, inducement or offer to buy, subscribe for or sell shares in Anglo American or any other securities by Anglo American or any other party. Further, it should not be treated as giving investment, legal, accounting, regulatory, taxation or other advice and has no regard to the specific investment or other objectives, financial situation or particular needs of any recipient.
Quantified Financial Benefits Statement
Except as expressly stated, nothing in this announcement constitutes a quantified financial benefits statement for the purposes of Rule 28 of the City Code. The statements which are labelled as containing a quantified financial benefits statement relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, any targets, actions or outcomes referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Further details are set out in the Appendix to this announcement.
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.
Appendix
Part A
Quantified Financial Benefits Statement
"The Anglo American Directors expect that corporate restructuring intended as part of simplifying the Anglo American portfolio and incremental opex opportunities can deliver at least $800 million of pre-tax recurring cost benefits on an annual run-rate basis from the end of 2025.
The quantified cost benefits are expected to be realised primarily from:
- Corporate and business overheads: Right-sizing support functions and delivering the target operating model for the simplified Anglo American portfolio (approximately 42%);
- Corporate projects and initiatives: Targeted savings from third party spend, investment prioritisation and reduction of change initiatives within Group and corporate functions (approximately 39%);
- Opex benefits: Incremental sustainable unit cost benefits driven by operational rightsizing and restructuring in certain existing cost savings programmes (expected to contribute approximately 19% of full run-rate pre-tax cost benefits).
The Directors estimate that the realisation of the quantified cost benefits will result in one-off costs to achieve of approximately $400 million, incurred by the end of 2025.
Potential areas of dis-benefit have been considered in quantifying the expected cost benefits and none have been identified or are expected to arise.
The identified cost benefits reflect both the beneficial elements and relevant costs.
In addition to the quantified benefits identified above, The Directors also believe that incremental value can be created through evolving to a more operationally and asset-focused structure.
Bases of belief, assumptions and sources
- The assessment and quantification of the potential cost benefits has been informed by the Anglo American Group's experience of assessing and executing past cost savings programmes and organisational restructuring activities.
- There is no assumed change to ownership or control of the Anglo American Group.
- Estimated opex benefits are expected to arise from the Anglo American underlying businesses (excluding portfolio rationalisation as announced in the Regulated News Service document “Anglo American accelerates delivery of strategy to unlock significant value” published on 14 May 2024), and are incremental to previously announced savings estimates. Additionally, the baselines used for the basis of the Quantified Financial Benefits Statement have been adjusted to reflect this.
- The cost base used as the basis for the Quantified Financial Benefits Statement are Anglo American audited financial results for the year ending 31 December 2023 (with adjustments made to reflect expected future changes in certain costs) and headcount information as at 31 March 2024.
- The expected benefits have been assessed and are stated on a pre-recharge and allocation basis.
- Ongoing costs and dis-benefits of delivery have been considered.
- Stretch case of benefits has also been prepared, alongside several potential unquantified upsides.
- The Anglo American Directors have assumed that the cost benefits are substantively within their control, albeit that certain elements are dependent in part on negotiations with third parties.
- The Anglo American Directors have, in addition, made the following assumptions, each of which is outside the influence of the Anglo American Board:
- there will be no material change to macroeconomic, political, inflationary, regulatory or legal conditions in the markets or regions in which the Anglo American Group operates that will materially impact the implementation of the benefits plans or costs to achieve the proposed cost savings;
- there will be no material change in current foreign exchange rates or interest rates;
- there will be no material change in accounting standards; and
- there will be no change in tax legislation or tax rates or other legislation or regulation in the countries in which the Anglo American Group operate that could materially impact the ability to achieve any benefits."
Reporting
As required by Rule 28.1(a) of the Code, KPMG, as reporting accountants to Anglo American, have provided a report (set out in Part B of the Appendix) stating that, in their opinion, the Quantified Financial Benefits Statement has been properly compiled on the basis stated. In addition, Centerview Partners UK LLP (“Centerview”), Goldman Sachs International (“Goldman Sachs”) and Morgan Stanley & Co. International plc (“Morgan Stanley”), as financial advisers to Anglo American have provided a report (set out in Part C of the Appendix) stating that, in their opinion, and subject to the terms of the report, the Quantified Financial Benefits Statement, for which the Directors of Anglo American are responsible, has been prepared with due care and consideration. Copies of these reports are included in the next parts of this Appendix below. Each of KPMG, Centerview, Goldman Sachs and Morgan Stanley have given and not withdrawn their consent to the publication of their reports in the form and context in which they are included.
Notes
The assessment and quantification of the potential cost savings relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the potential cost savings may not be achieved, or may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. As a result, and given the fact that the changes relate to the future, the resulting cost savings may be materially greater or less than those estimated. No statement in the Quantified Financial Benefits Statement or in this announcement generally should be construed as a profit forecast or interpreted to mean that Anglo American’s earnings in the year to 31 December 2024, or any subsequent period, would necessarily match or be greater than or be less than those of Anglo American for the relevant preceding financial period or any other period.
Part B
Accountant’s Report on Quantified Financial Benefits Statement
The Directors
Anglo American plc
17 Charterhouse Street
London
EC1N 6RA
Centerview Partners UK LLP
1 Sherwood Street
London
W1F 7BL
Goldman Sachs International
25 Shoe Lane
London
EC4A 4AU
Morgan Stanley & Co. International plc
25 Cabot Square
Canary Wharf
London
E14 4QA
14 May 2024
Ladies and Gentlemen
Anglo American plc
We report on the statement (‘the Statement’) made by the directors of Anglo American plc (‘the Directors’) in Appendix Part A of the Regulated News Service document “Anglo American accelerates delivery of strategy to unlock significant value” published on 14 May 2024 (‘the Announcement’) to the effect that:
"The Anglo American Directors expect that corporate restructuring intended as part of simplifying the Anglo American portfolio and incremental opex opportunities can deliver at least $800 million of pre-tax recurring cost benefits on an annual run-rate basis from the end of 2025.
The quantified cost benefits are expected to be realised primarily from:
- Corporate and business overheads: Right-sizing support functions and delivering the target operating model for the simplified Anglo American portfolio (approximately 42%);
- Corporate projects and initiatives: Targeted savings from third party spend, investment prioritisation and reduction of change initiatives within Group and corporate functions (approximately 39%);
- Opex benefits: Incremental sustainable unit cost benefits driven by operational rightsizing and restructuring in certain existing cost savings programmes (expected to contribute approximately 19% of full run-rate pre-tax cost benefits).
The Directors estimate that the realisation of the quantified cost benefits will result in one-off costs to achieve of approximately $400 million, incurred by the end of 2025.
Potential areas of dis-benefit have been considered in quantifying the expected cost benefits and none have been identified or are expected to arise.
The identified cost benefits reflect both the beneficial elements and relevant costs.
In addition to the quantified benefits identified above, The Directors also believe that incremental value can be created through evolving to a more operationally and asset-focused structure.”
This report is required by Rule 28.1(a) of the City Code on Takeovers and Mergers (‘the City Code’) and is given for the purpose of complying with that requirement and for no other purpose.
Opinion
In our opinion, the Statement has been properly compiled on the basis stated.
The Statement has been made in the context of the disclosures in Appendix Part A of the Announcement setting out, inter alia, the basis of the Directors’ belief (including the principal assumptions and sources of information) supporting the Statement and their analysis and explanation of the underlying constituent elements.
Responsibilities
It is the responsibility of the Directors to prepare the Statement in accordance with the requirements of Rule 28 of the City Code.
It is our responsibility to form an opinion, as required by Rule 28.1(a) of the City Code as to whether the Statement has been properly compiled on the basis stated and to report that opinion to you.
Save for any responsibility which we may have to those persons to whom this report is expressly addressed, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Rule 23.2 of the City Code, consenting to its inclusion in the Announcement.
Basis of preparation of the Statement
The Statement has been prepared on the basis stated in Appendix Part A of the Announcement.
Basis of opinion
We conducted our work in accordance with Standards for Investment Reporting issued by the Financial Reporting Council in the United Kingdom (the ‘FRC’).
We are independent, and have fulfilled our other ethical responsibilities, in accordance with the relevant ethical requirements of the FRC’s Ethical Standard as applied to Investment Circular Reporting Engagements.
We have discussed the Statement, together with the underlying plans, with the Directors and Centerview Partners UK LLP, Goldman Sachs International and Morgan Stanley & Co. International plc. Our work did not involve any independent examination of any of the financial or other information underlying the Statement.
We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Statement has been properly compiled on the basis stated.
Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in other jurisdiction(s) and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.
We do not express any opinion as to the achievability of the benefits identified by the Directors in the Statement. The Statement is subject to uncertainty as described in the Appendix to the Announcement. Since the Statement relates to the future and may therefore be affected by unforeseen events, we express no opinion as to whether the actual benefits achieved will correspond to those anticipated in the Statement and the differences may be material.
Yours faithfully
KPMG LLP
KPMG LLP
15 Canada Square, Canary Wharf
London
E14 5GL
United Kingdom
Part C
Report from Centerview Partners UK LLP, Goldman Sachs International and Morgan Stanley & Co. International plc
The Board of Directors
Anglo American plc (the “Company”)
17 Charterhouse Street
London
EC1N 6RA
14 May 2024
Dear Sirs/Madams,
We refer to the quantified financial benefits statement, the bases of belief thereof and the notes thereto (the “Statement”) set out in Part A of the Appendix of the announcement issued by the Company (the “Announcement”), for which the board of directors of the Company (the “Directors”) are solely responsible under Rule 28.3 of the City Code on Takeovers and Mergers (the “Code”).
We have discussed the Statement (including the assumptions, bases of calculation and sources of information referred to therein), with the Directors and those officers and employees of the Company who have developed the financial forecasts underlying the estimated cost savings. The Statement is subject to uncertainty as described in the Announcement and our work did not involve an independent examination, or verification, of any of the financial or other information underlying the Statement.
We have relied upon the accuracy and completeness of all the financial and other information provided to us by or on behalf of the Company, or otherwise discussed with or reviewed by us, in connection with the Statement, and we have assumed such accuracy and completeness for the purposes of providing this letter.
We do not express any view as to the achievability of the quantified financial benefits, whether on the basis identified by the Directors in the Statement, or otherwise.
We have also reviewed the work carried out by KPMG LLP (“KPMG”) and have discussed with KPMG its opinion addressed to you and us on this matter and which is set out in Part B of the Appendix to the Announcement.
On the basis of the foregoing, we consider that the Statement, for which the Directors are solely responsible, has been prepared with due care and consideration.
This letter is provided to you solely having regard to the requirements of, and in connection with, Rule 28.1(a)(ii) of the Code and for no other purpose. We accept no responsibility to the Company, its shareholders or to any person other than the Directors in respect of the contents of this letter. We are acting exclusively as financial advisers to the Company and no one else and it was for the purpose of complying with Rule 28.1(a)(ii) of the Code that the Company requested us to prepare this letter relating to the Statement. No person other than the Directors can rely on the contents of, or the work undertaken in connection with, this letter, and to the fullest extent permitted by law, we expressly exclude and disclaim all liability (whether in contract, tort or otherwise) to any other person, in respect of this letter, its contents or the work undertaken in connection with this letter or any of the results or conclusions that may be derived from this letter or any written or oral information provided in connection with this letter, and any such liability is expressly disclaimed except to the extent that such liability cannot be excluded by law.
Yours faithfully,
For and on behalf of
Centerview Partners UK LLP
For and on behalf of
Goldman Sachs International
For and on behalf of
Morgan Stanley & Co. International plc