Recommended cash acquisition for Sirius Minerals Plc by Anglo American Projects UK Limited (a wholly owned subsidiary of Anglo American plc)
The boards of Anglo American plc (“Anglo American”), Anglo American Projects UK Limited (“Bidco”) and Sirius Minerals Plc (“Sirius”) are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition pursuant to which Bidco shall acquire the entire issued and to be issued share capital of Sirius (the “Acquisition”). The Acquisition is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.
16 March 2020
Suspension of Trading
13 March 2020
Court sanction of the scheme
4 March 2020
Update on the expected timetable for implementation of the Scheme
3 March 2020
Results of Court Meeting and General Meeting held on 3 March 2020
24 February 2020
RNS – Update on regulatory clearance in Brazil
7 February 2020
Scheme Document
Specimen Forms of Proxy in respect of Court Meeting and General Meeting
Rule 15 Letter to Participants in the Sirius Share Based Incentive Plan
Rule 15 Letter to Participants in the Sirius Company Share Option Plan, Sirius Unapproved Share Option Plan and Sirius Incentive Option Scheme
Rule 15 Notice to Convertible Bondholders (2023)
Rule 15 Notice to Convertible Bondholders (2027)
RNS – Publication of Scheme Document
Bidco Articles of Association
Sirius Articles of Association
Draft copy of Sirius’s Articles of Association as proposed to be amended by special resolution at the Sirius General Meeting
Bank of America Consent Letter (Scheme Document and R15)
Centerview Partners Consent Letter (Scheme Document and R15)
JPM Consent Letter (Scheme Document)
JPM Consent Letter (R15)
Lazard Consent Letter (Scheme Document)
Lazard Consent Letter (R15)
20 January 2020
Recommended cash acquisition for Sirius Minerals Plc by Anglo American Projects UK Limited (a wholly owned subsidiary of Anglo American plc)
Cooperation Agreement
Investor Presentation - Transcript
Investor Presentation: Offer for Sirius Minerals
Chief Executive video
Analyst call - Anglo American recommended cash acquisition of Sirius Minerals Plc
Irrevocable undertakings
Confidentiality Agreement
Hancock Waiver
Waiver Side Letter
Confidentiality Agreement (NDA)
Consent Letter: JP Morgan Cazenove
Consent Letter: Bank of America
Consent Letter: Centerview Partners
Consent Letter: Lazard
Deed of Irrevocable Undertaking - Chris Fraser
Deed of Irrevocable Undertaking – Jane Lodge
Deed of Irrevocable Undertaking – John Hutton
Deed of Irrevocable Undertaking – Keith Clarke
Deed of Irrevocable Undertaking – Louise Hardy
Deed of Irrevocable Undertaking – Noel Harwerth
Deed of Irrevocable Undertaking – Russel Scrimshaw
Deed of Irrevocable Undertaking – Thomas Staley
Media call
Minerals Royalty Deed – 2020 Deed Poll (Hancock Waiver)
Anglo American Waiver Side Letter
If you have any questions in relation to the Acquisition please contact Georgeson, a trading name of Computershare Investor Services PLC, on 00 800 3742 6163 between the hours of 9.00 a.m. and 5.00 p.m. Monday to Friday.
Please note, that for legal reasons, Georgeson will only be able to provide you with information contained in this announcement and will be unable to give advice on the merits of the Acquisition or to provide legal, financial or taxation advice on the contents of this announcement or the Acquisition.
Scheme Document
Specimen Forms of Proxy in respect of Court Meeting and General Meeting
Rule 15 Letter to Participants in the Sirius Share Based Incentive Plan
Rule 15 Letter to Participants in the Sirius Company Share Option Plan, Sirius Unapproved Share Option Plan and Sirius Incentive Option Scheme
Rule 15 Notice to Convertible Bondholders (2023)
Rule 15 Notice to Convertible Bondholders (2027)
RNS – Publication of Scheme Document
Bidco Articles of Association
Sirius Articles of Association
Draft copy of Sirius’s Articles of Association as proposed to be amended by special resolution at the Sirius General Meeting
Bank of America Consent Letter (Scheme Document and R15)
Centerview Partners Consent Letter (Scheme Document and R15)
JPM Consent Letter (Scheme Document)
JPM Consent Letter (R15)
Lazard Consent Letter (Scheme Document)
Lazard Consent Letter (R15)
Recommended cash acquisition for Sirius Minerals Plc by Anglo American Projects UK Limited (a wholly owned subsidiary of Anglo American plc)
Cooperation Agreement
Investor Presentation - Transcript
Investor Presentation: Offer for Sirius Minerals
Chief Executive video
Analyst call - Anglo American recommended cash acquisition of Sirius Minerals Plc
Irrevocable undertakings
Confidentiality Agreement
Hancock Waiver
Waiver Side Letter
Confidentiality Agreement (NDA)
Consent Letter: JP Morgan Cazenove
Consent Letter: Bank of America
Consent Letter: Centerview Partners
Consent Letter: Lazard
Deed of Irrevocable Undertaking - Chris Fraser
Deed of Irrevocable Undertaking – Jane Lodge
Deed of Irrevocable Undertaking – John Hutton
Deed of Irrevocable Undertaking – Keith Clarke
Deed of Irrevocable Undertaking – Louise Hardy
Deed of Irrevocable Undertaking – Noel Harwerth
Deed of Irrevocable Undertaking – Russel Scrimshaw
Deed of Irrevocable Undertaking – Thomas Staley
Media call
Minerals Royalty Deed – 2020 Deed Poll (Hancock Waiver)
Anglo American Waiver Side Letter
If you have any questions in relation to the Acquisition please contact Georgeson, a trading name of Computershare Investor Services PLC, on 00 800 3742 6163 between the hours of 9.00 a.m. and 5.00 p.m. Monday to Friday.
Please note, that for legal reasons, Georgeson will only be able to provide you with information contained in this announcement and will be unable to give advice on the merits of the Acquisition or to provide legal, financial or taxation advice on the contents of this announcement or the Acquisition.
Anglo American is a leading global mining company and our products are the essential ingredients in almost every aspect of modern life. Our portfolio of world-class competitive mining operations and undeveloped resources provides the metals and minerals that enable a cleaner, greener, more sustainable world and that meet the fast growing consumer-driven demands of the world’s developed and maturing economies.
With our people at the heart of our business, we use innovative practices and the latest technologies to discover new resources and mine, process, move and market our products to our customers around the world – safely, responsibly and sustainably.
As a responsible miner – of diamonds (through De Beers), copper, platinum group metals, iron ore, coal and nickel – we are the custodians of what are precious natural resources. We work together with our business partners and diverse stakeholders to unlock the sustainable value that those resources represent for our shareholders, the communities and countries in which we operate, and for society as a whole. Anglo American is re-imagining mining to improve people’s lives.
Anglo American is a leading global mining company and our products are the essential ingredients in almost every aspect of modern life. Our portfolio of world-class competitive mining operations and undeveloped resources provides the metals and minerals that enable a cleaner, greener, more sustainable world and that meet the fast growing consumer-driven demands of the world’s developed and maturing economies. With our people at the heart of our business, we use innovative practices and the latest technologies to discover new resources and mine, process, move and market our products to our customers around the world – safely, responsibly and sustainably.
As a responsible miner – of diamonds (through De Beers), copper, platinum group metals, iron ore, coal and nickel – we are the custodians of what are precious natural resources. We work together with our business partners and diverse stakeholders to unlock the sustainable value that those resources represent for our shareholders, the communities and countries in which we operate, and for society as a whole. Anglo American is re-imagining mining to improve people’s lives.
If you would like to contact a member of Anglo American's media team, please use the following contacts:
- UK
James Wyatt-Tilby
Group Head of Corporate Communication
Telephone: +44 (0) 20 7968 8759
Email: [email protected]
Marcelo Esquivel
Head of External and Marketing Communication
Telephone: +44 (0) 20 7968 8891
Email: [email protected]
Katie Ryall
External Communications Principal
Telephone: +44 (0) 20 7968 8935
Email: [email protected]
- South Africa
Pranill Ramchander
Head of Corporate Communication – South Africa
Telephone: +27 (0)11 638 2592
Email: [email protected]
Sibusiso Tshabalala
External Communication Manager
Telephone: +27 (0)11 638 2175
Email: [email protected]
If you would like to contact a member of Anglo American's Investor Relations team, please use the following contacts:
Paul Galloway
Group Head of Investor Relations
Telephone: +44 (0) 207 968 8718
Email: [email protected]
Robert Greenberg
Investor Relations Manager
Telephone: +44 (0) 20 7968 2124
Email: [email protected]
Emma Waterworth
Investor Relations Analyst
Telephone: +44 (0) 20 7968 8574
Email: [email protected]
Bank of America Securities (Joint Financial Adviser to Anglo American)
Ben Davies
Geoff Iles
Peter Surr
Telephone: +44 (0) 20 7628 1000
Centerview Partners UK LLP (Joint Financial Adviser to Anglo American)
James Hartop
Edward Rowe
Fiona McHardy
Telephone: +44 (0) 20 74099700
Linklaters LLP is retained as legal adviser to Anglo American.
Brunswick (Anglo American’s PR adviser)
Jonathan Glass
Charles Pretzlik
Telephone: +44 (0) 20 7404 5959