DISCLAIMER - IMPORTANT
Possible offer (the “Possible Offer”) by BHP Group Limited (“BHP”) for Anglo American plc (“Anglo American”)
ACCESS TO THIS SECTION OF THE WEBSITE (THE “MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE MICROSITE. THE MATERIALS ON THE MICROSITE ARE NOT DIRECTED AT, AND ARE NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH ANGLO AMERICAN REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY BHP AND/OR ANGLO AMERICAN RELATING TO THE POSSIBLE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
Access to the Information
If you would like to review the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Microsite and, depending upon who you are and where you live, it may affect your rights or responsibilities. This notice and the information contained in it may be altered or updated from time to time and should be read in full carefully each time you visit this part of the website. In addition, the contents of the Microsite may be amended at any time, in whole or in part, at the sole discretion of Anglo American.
Nothing on the Microsite, nor anything which can be downloaded from it, is intended to, and does not, constitute or form any part of an offer for sale or subscription or any solicitation for any offer to purchase or subscribe for any securities or the solicitation of any votes attaching to securities which are the subject of the Offer in any jurisdiction in which such offer or solicitation is unlawful.
Although the announcement by Anglo American in relation to the Possible Offer has put Anglo American into what is known as an “offer period” under the Code, there can be no certainty that any person will proceed to make an offer for Anglo American. Any offer by BHP in connection with the Possible Offer would be made solely by means of an offer or scheme document which would contain the full terms and conditions of such Possible Offer, including details on how it may be accepted. Any decision made in relation to such Possible Offer should be made solely and only on the basis of the information provided in any such document.
Access to the Microsite
To allow you to view the Information, you must read this notice in its entirety and then click “CONFIRM”. If you are unable to confirm, you must click “DECLINE”.
Overseas Persons
Viewing the Information you are seeking to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view the Information. Any persons outside the United Kingdom who wish to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves about, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction.
If you are not a resident of or located in a restricted jurisdiction, you may access any communication or document in relation to the Possible Offer, but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction. If you are not permitted to view any communication or document in relation to the Offer by virtue of applicable laws or regulatory requirements, please exit this Microsite.
YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY RESTRICTED JURISDICTION.
Additional United States (“US”) information
The Possible Offer relates to the securities of a UK company and is subject to UK procedural and disclosure requirements that are different from those of the US. Any financial statements or other financial information included in this Microsite may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under US federal securities laws in connection with the Possible Offer since BHP and Anglo American are located in a country other than the US and some or all of their officers and directors may be residents of countries other than the US. US holders of shares may not be able to sue BHP and Anglo American or their respective officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel BHP and Anglo American and their respective affiliates to subject themselves to the jurisdiction or judgment of a US court.
Basis of access
The Information is made available in good faith and does not constitute an offer to sell or otherwise dispose of, or an invitation or solicitation of any offer to purchase or subscribe for, any securities pursuant to the Possible Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The Information has been prepared for the purposes of complying with English and Welsh law and the City Code on Takeovers and Mergers, and the Information may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and Anglo American has, and accepts, no responsibility or duty to update any such information, document or announcement and reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.
Similarly, copies of the contents of the following pages (including documents posted on this Microsite) are not being, and must not be, released or otherwise forwarded, distributed or sent in or into a restricted jurisdiction, and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from a restricted jurisdiction.
If you are not permitted to view materials on this Microsite or are in any doubt as to whether you are permitted to view these materials, please exit this Microsite and seek independent advice. Neither Anglo American nor any of its advisers, assumes any responsibility for any violation by any person of any of these restrictions.
Responsibility
In relation to any document, announcement or information contained in the Microsite, the only responsibility accepted by the directors of Anglo American is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Neither the directors of Anglo American, nor any of its affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of any information contained on any other website which may be linked to this Microsite by a third party.
Forward-looking statements
The Information (including information incorporated by reference) in this Microsite may contain forward-looking statements regarding the financial condition, results of operations and businesses of BHP and its group and Anglo American and its group and are naturally subject to uncertainty and changes in circumstances. All statements other than statements of historical facts included in any document may be forward looking statements. Forward-looking statements also often use words such as “anticipate”, “believe”, “intend”, “estimate”, “expect”, “target”, “may”, “should”, “will” and words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, and readers are cautioned not to place undue reliance on such statements. These forward-looking statements speak only as of the date of the respective documents. Anglo American expressly disclaims any obligation or undertaking to update or revise any forward-looking statement, except to the extent legally required.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.
Other
If you are in any doubt about the contents of the Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
Acceptance of Disclaimer
Electronic versions of the Information are not directed at or accessible by persons resident in any Restricted Jurisdiction. Accordingly, you may only access the Microsite if you are able to provide the below confirmations. If you are resident or located in any Restricted Jurisdiction, you must click on the relevant box below to exit the Microsite.
Confirmation of understanding and acceptance
To view the Information on the Microsite, please click on the “CONFIRM” box below. By clicking on the “CONFIRM” box below, you are making the following confirmations:
- I have read and understood the notice set out above and agree to be bound by its terms.
- I certify that I am a resident of or located in the United Kingdom or another jurisdiction into which the distribution of the Information on the Microsite does not constitute a violation of the relevant laws of such jurisdiction, and I am not acting on behalf of someone who is resident or located in a restricted jurisdiction.
- I agree that I will not copy, forward, transfer or distribute (by any means, including by electronic transmission) any documents included in the Microsite either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
- I represent and warrant to Anglo American that I intend to access this Microsite for information purposes only, that I have read and understood the notice set out above and that I understand that it may affect my rights or responsibilities.
If you are not able to give these confirmations (as applicable), we cannot provide you with the Information on the Microsite and you should click on the “DECLINE” box below.