Result of Tender Offer

RNS Number : 6526Q

Anglo American PLC

13 September 2017

 

Anglo American Capital plc announces results of Tender Offers for certain of its Securities

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.

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 "DISTRIBUTION RESTRICTIONS" BELOW)

September 13, 2017 

Anglo American Capital plc^[1] (the "Company") invited holders of the securities listed below (the "Securities") to tender any and all of their Securities for purchase by the Company for cash (the "Tender Offers"), on the terms of, and subject to the conditions contained in the tender offer memorandum dated September 6, 2017 (the "Tender Offer Memorandum").

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

The Company hereby announces that it will accept for purchase validly tendered Securities pursuant to the Tender Offers with an aggregate nominal amount of U.S.$715,574,000 on the Settlement Date and that in respect of each Series (i) the aggregate nominal amount of Securities validly accepted (the "Acceptance Amount"); and (ii) the Purchase Price, Reference Yield and Purchase Spread, are as set out in the table below:

Title of Securities	ISINs	CUSIP Numbers	Acceptance Amount1	Reference Yield	Purchase Spread	Purchase Price (per U.S.$1,000 nominal amount)
U.S.$850,000,000 3.625% Senior Securities due May 14, 2020 guaranteed by Anglo American plc (the "Securities due May 2020")	US034863AN08 and USG0446NAH73	034863AN0 and G0446NAH7	U.S.$497,480,000	1.461 per cent.	80 bps	U.S.$1,035.05
U.S.$500,000,000 4.450% Senior Securities due September 27, 2020 guaranteed by Anglo American plc (the "Securities due September 2020")	US034863AD26 and USG03762CE22	034863AD2 and G03762CE2	U.S.$218,094,000	1.461 per cent.	85 bps	U.S.$1,062.31
1.           The Company has also received notices of guaranteed delivery in connection with U.S.$490,000 in nominal amount of the Securities due May 2020 and U.S.$500,000 in nominal amount of the Securities due September 2020 that remain subject to the guaranteed delivery procedures, and such amounts are not reflected in the table above.

The Company will pay for the Securities in each Series accepted by it for purchase pursuant to the Tender Offers, an amount in U.S. dollars (the "Tender Consideration") equal to the sum of:

1.     the product of (x) the relevant Purchase Price; and (y) the nominal amount of the relevant Securities accepted for purchase, divided by U.S.$1,000; and

2.     the Accrued Interest Amount in respect of such Securities;

rounded, if necessary, to the nearest U.S.$0.01, with half a cent being rounded upwards.

Securities purchased by the Company pursuant to the Tender Offers will be cancelled and will not be re-issued or re-sold.

The Settlement Date for the Tender Offers and payment of the Tender Consideration in respect of Securities validly tendered is expected to take place on September 15, 2017.

FURTHER INFORMATION

D.F. King & Co., Inc. has been appointed by the Company as Information and Tender Agent (the "Information and Tender Agent") for the purposes of the Tender Offers.

Barclays Capital Inc., BNP Paribas, Mizuho Securities USA LLC and RBC Capital Markets have been appointed as Joint Dealer Managers for the purposes of the Tender Offers.

Requests for information in relation to the Tender Offers should be directed to the Joint Dealer Managers:
JOINT DEALER MANAGERS
Barclays Capital Inc.	BNP Paribas
745 Seventh Avenue	10 Harewood Avenue
5th Floor	London NW1 6AA
New York, NY 10019	United Kingdom
United States of America
U.S. Toll Free: [phone]		U.S. Tel: [phone]
Collect: [phone]		Collect: [phone]
In Europe: [phone]		In Europe: [phone]
Attention: Liability Management Group		Attention: Liability Management Group
Email: [e-mail]		Email: [e-mail]
Mizuho Securities USA LLC		RBC Capital Markets, LLC
320 Park Avenue		Brookfield Place
New York, NY 10022		200 Vesey Street, 8th Floor
United States of America		New York, NY 10281
		United States of America
U.S. Toll Free: [phone]		U.S. Toll Free: [phone]
Collect: [phone]		Collect: [phone]
In Europe: [phone]		In Europe: [phone]
Attention: Liability Management		Attention: Liability Management Group
Email: [e-mail]		Email: [e-mail]
Requests for information in relation to the procedures for tendering Securities in the Tender Offers and the submission of Electronic Offer Instructions or for copies of the Tender Offer Memorandum, form of guaranteed delivery (as described in the Tender Offer Memorandum) or related documents should be directed to:
THE INFORMATION AND TENDER AGENT
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York
New York 10005
United States
Tel: [phone] / Toll Free: 877-783-5524
By Facsimile: [phone]
Attention: Andrew Beck
Confirmation: [phone]
Email: [e-mail]
Website : www.dfking.com/angloamerican

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), encompassing information relating to the Tender Offers described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by John Mills (Group Company Secretary) at Anglo American Capital plc.

 NOTICE AND DISCLAIMER

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 Tender Offers purchase or exchange or offer to purchase or exchange remaining outstanding Securities or issue an invitation to submit offers to sell Securities (including, without limitation, those tendered pursuant to the Tender 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 Tender Offers.

This announcement must be read in conjunction with the Tender Offer Memorandum. If any holder of Securities is in any doubt as to the content of this announcement or the Tender Offer Memorandum, 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.

DISTRIBUTION RESTRICTIONS

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, the Joint Dealer Managers and the Information and Tender Agent to inform themselves about and to observe any such restrictions.

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[1]               (LEI TINT358G1SSHR3L3PW36)

 

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