To view the PDF file, sign up for a MySharenet subscription.

ANGLO AMERICAN PLC - Anglo American and Codelco agree new partnership and settle claims in the best interests of both companies

Release Date: 23/08/2012 14:30
Code(s): AGL     PDF:  
Wrap Text
Anglo American and Codelco agree new partnership and settle claims in the best interests of both companies

Anglo American plc (“the Company”)
Incorporated in the United Kingdom
(Registration number: 3564138)
Short name: Anglo
Share code: AGL
ISIN number: GB00B1XZS820

Anglo American and Codelco agree new partnership and settle claims in the best
interests of both companies

Anglo American plc (“Anglo American”) and Corporación Nacional del Cobre de Chile
(“Codelco”) today announce their agreement to form a new partnership in respect of certain of
Anglo American’s copper interests in Chile, known as Anglo American Sur (“AA Sur”).

Anglo American and Codelco, with assistance from their respective partners, Mitsubishi
Corporation (“Mitsubishi”) and Mitsui & Co., Ltd. (“Mitsui”) and within the conciliation proceeding
provided for by the 14th Civil Court of Santiago, have settled their respective claims in relation to
the AA Sur option agreement as a result of extensive discussion and the conclusion that all
parties have acted in good faith and without wrongdoing in connection with the settled claims.

Anglo American retains control of AA Sur, reducing its 75.5% shareholding to 50.1%. A
Codelco and Mitsui joint venture company controlled by Codelco (“the Codelco/Mitsui joint
venture”) will acquire a 29.5% interest in AA Sur through the following two transactions:
   *   a 24.5% shareholding in AA Sur for net cash consideration of $1.7 billion, representing a
       consideration of $1.8 billion, adjusted for dividends paid in relation to the shareholding
       since 1 January 2012 (the option exercise price for Codelco in the January 2012 option
       exercise window for a 24.5% interest in AA Sur, excluding shareholder loans, would
       have been approximately $2.5 billion). As part of this transaction, the shareholders in
       AA Sur have also agreed to effect the transfer from AA Sur to Codelco of certain
       undeveloped mining tenements to the east of Codelco’s Andina mine which are
       expected to offer significant synergies and value to Codelco, while being of nominal
       commercial value to AA Sur; and
   *   a 5% shareholding in AA Sur (comprising 0.9% from Anglo American and 4.1% from
       Mitsubishi) for total cash consideration of $1.1 billion. The Codelco/Mitsui joint venture’s
       acquisition of the 4.1% shareholding is subject to clearance by competition authorities in
       Brazil. Pending such clearance, Anglo American has agreed to acquire from Mitsubishi
       a 4.1% shareholding in AA Sur for cash consideration of approximately $890 million and
       has agreed, upon clearance, to on sell that 4.1% shareholding in AA Sur to the
       Codelco/Mitsui joint venture for cash consideration of approximately $890 million. This
       transaction will reduce Mitsubishi’s holding in AA Sur to 20.4%. In consideration for
       Mitsubishi’s participation in the transaction, Anglo American will also pay a fee of $40
       million to Mitsubishi.
The transactions will be settled in cash and Anglo American intends to use the proceeds for
general corporate purposes.

The shareholders in AA Sur have executed a Shareholders’ Agreement, which provides a
framework for the ongoing governance of AA Sur, confirms Anglo American’s ability to control
the company, and provides for board representation and participation in certain decisions for
the Codelco/Mitsui joint venture and for Mitsubishi.

Cynthia Carroll, Chief Executive of Anglo American, said: “Today’s commercial agreement
demonstrates Anglo American’s and Codelco’s focus on our future and potential as partners in
the best interests of both companies, while we have both gained significant value for our
shareholders and other stakeholders, and recognise Mitsubishi’s contribution to facilitating
today’s agreement. The combination of Anglo American, Codelco, Mitsubishi and Mitsui forms
a compelling proposition for future investment in the Los Bronces district – one of the world’s
most exciting producing and prospective copper ore bodies – for the benefit of all our
respective shareholders”.

Thomas Keller, CEO of Codelco, said: “I am very pleased that an agreement has been reached
that fulfils our expectations in terms of value creation for Codelco, reinforces Codelco’s
standing as the main copper producer in the world and which sets the ground for an innovative
partnership with Anglo American in AA Sur. We can now look forward to working together to
build further on the value that both companies have gained through today’s agreement.”

Gerardo Jofré, Chairman of Codelco, said: “This is an enormously positive agreement for Chile,
for Codelco and for Anglo American. Our partnership in AA Sur brings together the world’s
largest copper producer with one of the world’s premier diversified mining companies. We are
all committed to working collaboratively, in a spirit of goodwill, to realise the considerable
potential of AA Sur for the benefit of Chilean jobs and the Chilean economy as a whole. We are
particularly pleased to have reached this agreement alongside Mitsui, whose commitment to
the success of this transaction has been invaluable.”

Sir John Parker, Chairman of Anglo American, said: “We warmly welcome Codelco and Mitsui
alongside Mitsubishi as our partners. The new ownership structure of AA Sur provides a unique
opportunity for all shareholders to create a new future. Together we will build upon our
longstanding commitment to Chile as one of the country’s largest inward investors.”

Completion of the transactions is subject to the injunction being lifted by the 14th Civil Court of
Santiago for which the appropriate filings are being made today. Completion of the
Codelco/Mitsui joint venture’s acquisition of the 24.5% and 0.9% shareholdings in AA Sur will
take place following the receipt of an order terminating the injunction, and is expected on Friday
24 August. Completion of the Codelco/Mitsui joint venture’s acquisition of a 4.1% shareholding
in AA Sur is subject to clearance by competition authorities in Brazil and will therefore take
place in due course.


For further information, please contact:

Anglo American

Media                                                      Investors
UK                                                         UK
James Wyatt-Tilby                                          Caroline Crampton
Tel: +44 (0)20 7968 8759                                   Tel: +44 (0)20 7968 2192

Emily Blyth
Tel: +44 (0)20 7968 8481

South Africa                                               South Africa
Pranill Ramchander                                         Nicholas Gordon
Tel: +27 (0)11 638 2592                                    Tel: +27 (0)11 638 3262

Chile
Marcelo Esquivel
Tel: +56 2 230 6584
Codelco

Media
Chile
Pablo Orozco
Tel: +56 2 2506131 / +56 9 81982582

Media
UK
Simon Rigby, Citigate Dewe Rogerson
Tel: +44 (0)20 7282 2847

Grant Ringshaw, Citigate Dewe Rogerson
Tel: +44 (0)20 7282 2851

23 August 2012

Sponsor: UBS South Africa (Pty) Ltd

Notes to editors:

Anglo American is one of the world’s largest mining companies, is headquartered in the UK
and listed on the London and Johannesburg stock exchanges. Anglo American’s portfolio of
mining businesses spans bulk commodities – iron ore and manganese, metallurgical coal and
thermal coal; base metals – copper and nickel; and precious metals and minerals – in which it
is a global leader in both platinum and diamonds. Anglo American is committed to the highest
standards of safety and responsibility across all its businesses and geographies and to making
a sustainable difference in the development of the communities around its operations. The
company’s mining operations, extensive pipeline of growth projects and exploration activities
span southern Africa, South America, Australia, North America, Asia and Europe.
www.angloamerican.com


Anglo American Sur (“AAS”), a subsidiary of Anglo American, holds a significant portfolio of
copper assets in Chile, including the large open pit Los Bronces mine, the open pit El Soldado
mine and the Chagres smelter. For the year ended 31 December 2011, AAS generated an
EBITDA of $1.2 billion, had net assets of $3.9 billion and gross assets of $6.3 billion. The
portfolio has extensive JORC compliant proven and probable reserves of 2.3 billion tonnes plus
additional resources of 6.6 billion tonnes, together with excellent exploration upside. There are
a number of projects currently under evaluation that have significant potential to enhance near
term performance and deliver long term growth. In addition, exploration activities point to further
potential to expand resources at existing operations. Operations, project development and the
exploration programme are led by a highly experienced Anglo American management team,
including John Mackenzie (CEO of Anglo American’s Copper business) and James Beams
(CFO of Anglo American’s Copper business), with established relationships with local partners
and agencies, supported by leading technical expertise, project development skills, and a
global platform.



Codelco is the world´s largest copper producer, headquartered in Chile. In 2011 Codelco
produced 1,796,000 tons of copper, representing 11% of total world copper production
(including its share in El Abra mine). Codelco is also one of the top companies in molybdenum
production, with 23,098 metric tons produced during 2011. Codelco is a 100% state-owned
company and it has the largest copper reserves and resources known in the world. Codelco´s
sales in 2011 were US$17.51billion.
www.codelco.com

Date: 23/08/2012 02:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

Share This Story