Pricing of Cash Tender Offer

RNS Number : 4933A

Anglo American PLC

01 June 2021

 

Anglo American plc ("the Company")

Registered office: 17 Charterhouse Street, London EC1N 6RA

Registered number: 3564138 (incorporated in England and Wales)

LEI: 549300S9XF92D1X8ME43

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014,   AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

1 June 2021

ANGLO AMERICAN CAPITAL PLC [1] ANNOUNCES PRICING FOR CASH TENDER OFFER FOR TWO SERIES OF ITS U.S. DOLLAR NOTES AND A SERIES OF ITS EURO NOTES

Anglo American Capital plc (the "Company") announces today the pricing and early acceptance of its invitation to holders of its (i) US$750,000,000 5.375 per cent. Senior Notes due April 2025 guaranteed by Anglo American plc[2] (ISIN: US034863AV24 (Rule 144A) / USG0446NAQ72 (Reg S)) ("April 2025 US Dollar Notes"); (ii) US$650,000,000 4.875 per cent. Senior Notes due May 2025 guaranteed by Anglo American plc (ISIN: US034863AP55 (Rule 144A) / USG0446NAJ30 (Reg S)) ("May 2025 US Dollar Notes" and, together with the April 2025 US Dollar Notes, the "US Dollar Notes") and (iii) €600,000,000 1.625 per cent. Guaranteed Notes due September 2025 guaranteed by Anglo American plc (ISIN: XS1686846061) (the "Euro Notes" and, together with the April 2025 US Dollar Notes and May 2025 US Dollar Notes each being a "Series", and any notes within any such Series being the "Notes")  to tender their Notes for purchase by the Company for cash (each such invitation an "Offer" and together, the "Offers"), on the terms of, and subject to the Offer Cap and the Acceptance Priority Levels and the other conditions contained in, a tender offer memorandum dated 17 May 2021 (the "Tender Offer Memorandum").  

Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Tender Offer Memorandum.  

Holders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offers.

The Early Tender Deadline for the Offers was at 5:00 p.m. New York City time on 28 May 2021 and pricing of the Offers took place at or around at or around 10:00 a.m., New York time today.

The table below contains a summary of the Offers and the principal amount of Notes the Company has accepted for purchase pursuant to the Offers following the Early Tender Deadline.

Notes	ISIN/ CUSIP	Principal amount outstanding	Acceptance Priority Level	Reference Yield	Fixed Spread	Early Consideration	Pro-Rating Factor	Final Acceptance Amount	Principal Amount outstanding after Early Settlement Date
April 2025 US Dollar Notes	Rule 144A: US034863AV24 / 034863 AV2 Reg S: USG0446NAQ72 / G0446N AQ7	US$750,000,000	1	0.807%	30 bps	$1,156.12 per $1,000	100.0000%	$557,223,000	$192,777,000
May 2025 US Dollar Notes	Rule 144A: US034863AP55 / 034863 AP5 Reg S: USG0446NAJ30 / G0446N AJ3	US$650,000,000	2	0.807%	35 bps	$1,143.05 per $1,000	75.5925%	$311,256,000	$338,744,000
Euro Notes	XS1686846061	€600,000,000	3	N/A	N/A	N/A	N/A	NA	€600,000,000

As further described in the Tender Offer Memorandum, the aggregate principal amount of each Series that will be purchased pursuant to the Offers has been determined in accordance with the Acceptance Priority Levels, with Acceptance Priority Level 1 being the highest and Acceptance Priority Level 3 being the lowest. The April 2025 US Dollar Notes validly tendered pursuant to the relevant Offer, having Acceptance Priority Level 1, will be accepted before any validly tendered May 2025 US Dollar Notes, having Acceptance Priority Level 2, followed by any validly tendered Euro Notes, having Acceptance Priority Level 3. The Company has accepted all validly tendered April 2025 US Dollar Notes and, on a pro-rata basis, the May 2025 US Dollar Notes, before any validly tendered Euro Notes.

The total Final Acceptance Amount is US$868,479,000.

The Early Settlement Date for the Notes accepted for purchase pursuant to the Offers is expected to be 3 June 2021. Holders will also receive Accrued Interest on the Notes validly tendered and accepted for purchase in the Offers from (and including) the immediately preceding interest payment date for such Notes to (but excluding) the Early Settlement Date, in each case determined in accordance with the terms and conditions of the relevant Series.

Although the Offers are scheduled to expire at 11:59 p.m., New York time, on 14 June 2021, as the Offer Cap has been reached by the Early Tender Deadline, no Notes tendered after the Early Tender Deadline will be purchased pursuant to the Offers regardless of the Acceptance Priority Level of such Notes.

The acceptance of Notes for purchase is conditional on the satisfaction of the conditions of the Offers as provided in the Tender Offer Memorandum.

FURTHER INFORMATION

D.F. King has been appointed by the Company as Tender and Information Agent for the purposes of the Offers.  

BBVA Securities Inc., BNP Paribas, Citigroup Global Markets Limited and Morgan Stanley & Co. International plc have been appointed as Dealer Managers for the purposes of the Tender Offer.

Holders of Notes may access the Tender Offer Memorandum at https://sites.dfkingltd.com/angloamerican.

Requests for information in relation to the Offers should be directed to:

DEALER MANAGERS

BBVA Securities Inc. 1345 Avenue of the Americas, 44th Floor New York, NY 10105 United States of America Attention: Liability Management Email: [e-mail] In Europe: Telephone: [phone] In the United States: Toll Free: [phone] Collect: [phone]			BNP Paribas 16, boulevard des Italiens 75009 Paris France  Attention: Liability Management Group Email: [e-mail] In Europe: Telephone: [phone] In United States: Toll-Free No.: [phone] Confirmation No.: [phone]
Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom Attention: Liability Management Group E-mail: [e-mail] In Europe: Telephone: [phone] In the United States: Toll Free: [phone] Collect: [phone]			Morgan Stanley & Co. International plc 25 Cabot Square Canary Wharf London E14 4QA United Kingdom Attention: Liability Management Team, Global Capital Markets Email: [e-mail] In Europe: Telephone: [phone] In the United States Toll Free Number:  [phone]
	Requests for information in relation to the procedures for tendering Notes in the Tender Offer or for copies of the Tender Offer Memorandum or related documents should be directed to:
THE TENDER AND INFORMATION AGENT
D.F. King
Offer Website: https://sites.dfkingltd.com/angloamerican Email: [e-mail]
In New York 48 Wall Street, 22nd Floor New York, New York 10005 United States of America Tel: [phone] / Toll Free: [phone] By Facsimile: [phone] Attention: Michael Horthman Confirmation: [phone]		In London 65 Gresham Street London EC2V 7NQ United Kingdom Tel: [phone]

This announcement is released by Anglo American Capital plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018   (UK MAR), encompassing information relating to the Offers described above. For the purposes of UK MAR and Implementing Technical Standards, this announcement is made by Clare Davage (Company Secretary ) at Anglo American Capital plc.

NOTICE AND DISCLAIMER

Nothing in this announcement or the Tender Offer Memorandum constitutes an offer of securities in the United States of America. The securities referred to above have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. 

Subject to applicable law, the Company or any of its affiliates may at any time and from time to time following completion or cancellation of the Offers purchase or exchange or offer to purchase or exchange remaining outstanding Notes or issue an invitation to submit offers to sell Notes (including, without limitation, those tendered pursuant to the Offers but not accepted for purchase) through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, in each case on terms that may be more or less favorable than those contemplated by the Offers.

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which must be read carefully before any decision is made with respect to the Offers. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offers. None of the Company, Anglo American plc the Dealer Managers, the Tender and Information Agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of Notes should participate in the Offers.

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement and the Tender Offer Memorandum do not constitute an invitation to participate in the Offers in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by each of the Company, Anglo American plc, the Dealer Managers and the Tender and Information Agent to inform themselves about and to observe any such restrictions.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers is not being made by, and such documents and/or materials have not been approved by, an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom,   and are only for circulation to persons to whom they can lawfully be circulated outside the United Kingdom or to persons within the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")), or within Article 43(2) of the Order, or within Article 49(2)(a) to (d) of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order (such persons together being the "Relevant Persons").  This announcement and the Tender Offer Memorandum are only available to Relevant Persons and the transaction contemplated therein will be available only to, or engaged in only with, Relevant Persons, and this financial promotion must not be relied or acted upon by persons other than Relevant Persons.

Italy

None of the Offers, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offers are being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended.

Holders of each Series of Notes that are resident and/or located in Italy may tender their Notes through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of February 15, 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offers.

France

The Offers are not being made, directly or indirectly, to the public in the Republic of France. Neither this announcement, the Tender Offer Memorandum nor any other document or material relating to the Offers have only been and shall only be distributed in France to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129. Neither this announcement nor the Tender Offer Memorandum has been or will be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

General

Neither this announcement, the Tender Offer Memorandum nor any other materials relating to the Offers constitutes an offer to buy or the solicitation of an offer to sell Notes (and Tenders will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the Offers to be made by a licensed broker or dealer or similar and any of the Dealer Managers or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offers shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

Each Holder wishing to submit a Tender will be deemed to give certain agreements, acknowledgments, representations, warranties and undertakings in respect of the jurisdictions referred to above and generally as set out in the Tender Offer Memorandum. Any Tenders from a Holder that is unable to make these agreements, acknowledgements, representations, warranties and undertakings may be rejected. Each of the Company, Anglo American plc, the Dealer Managers and the Tender and Information Agent reserves the right, in its absolute discretion (and without prejudice to the relevant Holder's responsibility for the representations made by it), to investigate, in relation to any Tender, whether any such agreement, acknowledgement, representation, warranty or undertaking given by a Holder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such Tender shall not be accepted.  None of the Company, Anglo American plc, the Dealer Managers and the Tender and Information Agent is under any obligation to make such an investigation.

 

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[1]  (LEI TINT358G1SSHR3L3PW36)

[2] (LEI 549300S9XF92D1X8ME43)

 

END

 

 

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