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02 October 2009

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.

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.


 

 

For further information:

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

 

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