Convertible Bond pricing

RNS Number : 6817Q

Anglo American PLC

16 April 2009

 



News Release

16 April 2009

Anglo American places US$1.5 billion convertible bond

Anglo American plc (the "Company" or the "Issuer") is pleased to announce the successful placement of its offering of US$1.5 billion principal amount of Convertible Bonds (the "Bonds") due 2014 (the "Offering"), announced earlier today.  The proceeds of the Offering will be used for general corporate purposes. Under the terms of the Offering, there will be a 90-day lock-up period on issuances or sales of shares or equity-linked securities by the Company, subject to certain customary exceptions.

The principal amount of the Bonds is US$1.5 billion. The offering may be further increased to a maximum of US$1.7 billion if the over-allotment option granted to the Joint Bookrunners is exercised in full and by 30 April at the latest.

The Bonds will be convertible into new ordinary shares of Anglo American plc ("Shares") and will have a coupon of 4% per annum, payable in two semi-annual instalments, and a conversion price of £18.6370. The Bonds will be issued at 100% of their principal amount and, unless previously redeemed, converted or cancelled, will mature on the fifth anniversary of the issue of the Bonds in 2014. The Company will have the option to call the Bonds after the first three years should the price of the Shares exceed 130% of the then prevailing conversion price over a specified period.

Settlement and delivery of the Bonds is expected to take place on 7 May 2009.

Cynthia Carroll, Chief Executive of Anglo American, said: "We are very pleased with the positive market response to this convertible issue, reflected in the very strong demand for the issue and the 35% premium to the volume-weighted average share price at pricing. Following decisive management actions to reduce capex and operating costs, the suspension of the dividend, the disposal of the Company's residual stake in AngloGold Ashanti and the recent US$2bn bond offering, this issue represents a further significant step in strengthening Anglo American's balance sheet. This series of measures further diversifies our funding sources and provides us with additional financial flexibility, positioning us strongly to weather the current economic environment and to deliver long term shareholder value through our well funded growth pipeline."

Application will be made to the London Stock Exchange plc (the "London Stock Exchange") for the Bonds to be listed on the Official List of the London Stock Exchange and to be admitted to trading on the London Stock Exchange's Professional Securities Market. Listing particulars will be prepared in connection with the listing of the Bonds.

The Bonds have been offered only to qualified investors within the meaning of Directive 2003/71/EC of the European Parliament and the Council of November 4th, 2003, in accordance with the respective regulations of each country in which the Bonds were offered.  The Bonds have not been and will not be offered or sold in the United States of America or to, or for the account or benefit of, US Persons.

This offering was lead-managed by Goldman Sachs International and Morgan Stanley & Co International plc acting as Joint Lead-Managers and Joint Bookrunners, with BNP PARIBAS and UBS Limited as Co-Lead Managers.

In connection with the issue of the Bonds, Goldman Sachs International acting as Stabilising Manager (or persons acting on behalf of it) may over-allot Bonds or effect transactions with a view to supporting the market price of the Bonds at a level higher than that which might otherwise prevail. However, there is no assurance that Goldman Sachs International (or persons acting on behalf of it) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the final terms of the offer of the Bonds is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Bonds and 60 days after the date of the allotment of the Bonds. Any stabilisation action or over-allotment must be conducted by Goldman Sachs International (or persons acting on behalf of it) in accordance with all applicable laws and rules. 

This announcement is for general information only and does not form part of any offer to sell, or the solicitation of any offer to buy, securities. The distribution of this announcement and the offer and sale of the securities described in this announcement in certain jurisdictions may be restricted by law. Any persons reading this announcement should inform themselves of and observe any such restrictions.   

This announcement is directed only at the following persons in the United Kingdom: investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); and high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order. If you are in the United Kingdom and do not fall into one of the above categories, any investment or investment activity to which this announcement relates is not available to you, and will not be engaged in with you, and you should not act upon, or rely upon, this announcement.

The Bonds being offered and the common shares issuable upon conversion of the Bonds have not been registered under the US Securities Act of 1933 (the "Securities Act") and may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful.

For further information, please contact:

United Kingdom

Caroline Metcalfe, Investor Relations

Tel: [phone]

James Wyatt-Tilby, Media Relations

Tel: [phone]

South Africa

Anna Poulter, Investor Relations

Tel: [phone]

Pranill Ramchander, Media Relations

Tel: [phone]

Notes to Editors:

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)

 

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