| Fri 2 Oct 2009, 8:33 | | AGL - Anglo American Plc - Anglo American notes Takeover Panel deadline |
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AGL
ANAAL
AGL - Anglo American Plc - Anglo American notes Takeover Panel deadline
Anglo American plc
Incorporated in the United Kingdom
(Registration number: 3564138)
Short name: Anglo
Share code: AGL
ISIN number: GB00B1XZS820
("Anglo American plc" or "the company")
Anglo American notes Takeover Panel deadline
Anglo American plc ("Anglo American" or "the Group") notes today`s announcement
by the Takeover Panel Executive that it has imposed a deadline of 5.00pm on 20
October 2009, by which time Xstrata plc ("Xstrata") must, unless the Takeover
Panel Executive consents otherwise, either announce a firm intention to make an
offer for Anglo American under Rule 2.5 of the UK Takeover Code (the "Code") or
announce that it does not intend to make an offer for Anglo American.
If Xstrata announces that it does not intend to make an offer for Anglo
American, Xstrata and any person acting in concert with it will, except with the
consent of the Takeover Panel Executive, be bound by the restrictions contained
in Rule 2.8 of the Code for six months from the date of such announcement.
On 22 June, the Board of Anglo American unanimously rejected Xstrata`s proposal
as not being in the best interests of its shareholders. The Board stated that
it considered the strategic case for the combination to be unattractive for
Anglo American and, furthermore, the terms proposed by Xstrata to be totally
unacceptable. Nothing since then has changed the Board`s view and the Board
reiterates its emphatic rejection of Xstrata`s approach.
By 20 October, Xstrata will have had four months to either announce a formal
offer or withdraw and Anglo American believes it is in the interests of the
Group and its shareholders that this period of uncertainty is brought to an end.
Sir John Parker, Chairman of Anglo American said: "Having reviewed with
management and advisors the value creation potential at Anglo American relative
to Xstrata`s merger proposal and having met our shareholders in the UK, South
Africa and USA, we have reaffirmed our conclusion that Xstrata`s proposal is not
in the interests of our shareholders. We have made our position on Xstrata`s
proposal very clear and we welcome the Panel`s decision today."
As required by the Code, Anglo American confirms that this announcement is not
being made with the agreement or approval of Xstrata. A further announcement
will be made in due course.
For further information, please contact:
Anglo American
Nick Von Schirnding, Head of Investor and Corporate Affairs
Tel: +44 (0)20 7968 8540
James Wyatt-Tilby, Media Relations
Tel: +44 (0)20 7968 8759
About Anglo American
Anglo American plc is one of the world`s largest mining groups. With its
subsidiaries, joint ventures and associates, it is a global leader in platinum
group metals and diamonds, with significant interests in coal, base and ferrous
metals, as well as an industrial minerals business. The Group is geographically
diverse, with operations in Africa, Europe, South and North America, Australia
and Asia.
(www.angloamerican.co.uk)
UBS Limited ("UBS Investment Bank") is acting exclusively for Anglo American and
no one else in connection with the proposal from Xstrata and will not be
responsible to anyone other than Anglo American for providing the protections
afforded to clients of UBS Investment Bank, or for providing advice in
connection with the proposal or any matter referred to herein.
Goldman Sachs International is acting exclusively for Anglo American and no one
else in connection with the proposal from Xstrata 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 connection
with the proposal or any matter referred to herein.
Nomura International plc ("Nomura"), which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
Anglo American and no one else in connection with the proposal from Xstrata and
will not be responsible to anyone other than Anglo American for providing the
protections afforded to clients of Nomura, or in relation to the contents of
this announcement, or for providing advice in connection with the proposal or
any matter referred to herein.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any
person is, or becomes, "interested" (directly or indirectly) in 1% or more of
any class of "relevant securities" of Anglo American or Xstrata plc ("Xstrata"),
all "dealings" in any "relevant securities" of that company (including by means
of an option in respect of, or a derivative referenced to, any such "relevant
securities") must be publicly disclosed by no later than 3.30 pm (London time)
on the London business day following the date of the relevant transaction. This
requirement will continue until the date on which the offer becomes, or is
declared, unconditional as to acceptances, lapses or is otherwise withdrawn or
on which the "offer period" otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an "interest" in "relevant securities" of Anglo American or Xstrata,
they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of either Anglo American or Xstrata by Anglo American or Xstrata, or
by any of their respective "associates", must be disclosed by no later than
12.00 noon (London time) on the London business day following the date of the
relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel`s website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether absolute or conditional, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Takeover Panel`s website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.
2 October 2009
Sponsor: UBS South Africa (Pty) Ltd
Date: 02/10/2009 08:33:18 Produced by the JSE SENS Department.
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