Wrap Text
Anglo American Capital plc announces Tender Offers for certain of its Notes
Anglo American plc
(Incorporated in England and Wales)
(Registration number: 3564138)
Registered office: 20 Carlton House Terrace, London, SW1Y 5AN
ISIN: GBOOB1XZS820
JSE Share Code: AGL
NSX Share Code: ANM
(the "Company")
Anglo American Capital plc announces Tender Offers for certain of its Notes
NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS) OR IN ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE
"OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
18 February 2016. Anglo American Capital plc (the “Company”) today announces its invitations to holders of such of
its Notes as are listed below (together the “Notes”) to tender some or all of their Notes to the Company for purchase by
the Company for cash (the “Tender Offers”), for an aggregate consideration of up to the Total Funds Available (as
defined below), upon the terms and subject to the conditions set out in the tender offer memorandum dated 18 February
2016 (the “Tender Offer Memorandum”) prepared by the Company, and subject to the offer and distribution
restrictions set out below and as more fully described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as
set out below. Capitalised terms used but not defined in this announcement have the meanings given to them in the
Tender Offer Memorandum.
Notes ISIN Outstanding Nominal Purchase Price Total Funds Available1
Amount
4.375 per cent. Notes due 2 XS0470632646 €750,000,000 100.65 per cent.
December 2016
(the “Notes due December
2016”)
1.750 per cent. Notes due 20 XS0995039806 €900,000,000 96.65 per cent. Subject as set out in the Tender Offer Memorandum, an
November 2017
(the “Notes due November aggregate amount up to the FX Equivalent of
2017”) US$1,000,000,000 is available for purchase of the Notes
1.750 per cent. Notes due 3 XS1052677207 €750,000,000 91.45 per cent. pursuant to the Tender Offers; provided that, no more
April 2018 than the FX Equivalent of US$250,000,000 of such
(the “Notes due April aggregate amount shall be payable by the Company as
2018”)
consideration for purchase of the Notes due December
6.875 per cent. Notes due 1 XS0361024895 £400,000,000 96.15 per cent.
May 2018 2016 pursuant to the Tender Offers.
(the “Notes due May
2018”)
2.500 per cent. Notes due 18 XS0830380639 €750,000,000 90.00 per cent.
September 2018
(the “Notes due September
2018”)
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Including for payment of Derivative Costs, but excluding for payment of Accrued Interest.
Rationale for the Tender Offers
The Tender Offers, together with the U.S. Tender Offers (defined below), are being made as part of the Company's
ongoing pro-active capital management and are aimed at efficiently using its strong liquidity position to reduce gross
debt and smooth the Company’s debt maturity profile while improving cash flows by reducing interest expense.
Details of the Tender Offers
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The Company has today launched, contemporaneously with the launch of the Tender Offers, offers to purchase for cash
(the “U.S. Tender Offers”) a capped amount of two series of its U.S. dollar denominated debt securities with an
aggregate nominal amount outstanding of US$1,350,000,000. The U.S. Tender Offers are not the subject of the Tender
Offer Memorandum or this announcement.
Subject to the right of the Company to extend, terminate, withdraw or amend the terms and conditions of the Tender
Offers, as at the date of this announcement the Company proposes to accept valid tenders of Notes for purchase
pursuant to the Tender Offers for cash such that the aggregate amount payable by the Company (including Derivative
Costs, but excluding Accrued Interest, in respect of the Notes that are purchased) (the “Total Amount Payable”) does
not exceed the FX Equivalent of US$1,000,000,000 (the “Total Funds Available”); provided further that no more than
the FX Equivalent of US$250,000,000 of such an aggregate amount shall be payable by the Company with respect to
the Notes due December 2016 that are purchased pursuant to the Tender Offers (including Derivative Costs, but
excluding Accrued Interest, in respect of such Notes that are purchased), although the Company reserves the right, in its
sole discretion and for any reason, to increase or decrease the Total Funds Available and/or to accept Offers to Sell in
respect of Notes such that the Total Amount Payable by the Company is less or more than the Total Funds Available (or
not to accept any Notes) for purchase pursuant to the Tender Offers.
The Company will determine the allocation of the aggregate nominal amount accepted for purchase pursuant to the
Tender Offers among each Series (the “Series Acceptance Amounts” and each, a “Series Acceptance Amount”) in its
sole discretion (subject as provided above in respect of the Notes due December 2016).
The Company will pay, for the Notes in each Series accepted by it for purchase pursuant to the Tender Offers, an
amount in Sterling (in the case of the Notes due May 2018) or Euro (in the case of all other Notes) (the “Tender
Consideration”) equal to the sum of:
1. the product of (x) the relevant Purchase Price and (y) the principal amount of the relevant Notes; and
2. the Accrued Interest Amount in respect of such Notes,
rounded, if necessary, to the nearest €0.01 or £0.01, as applicable, with €0.005 or £0.005 being rounded upwards.
The Accrued Interest Amount will be calculated on the basis of the current and prevailing interest rate and paid to each
Noteholder who has validly tendered Notes for purchase (and whose Offer to Sell has been accepted) pursuant to the
Tender Offers.
In the event that Offers to Sell are received in respect of an aggregate nominal amount of a Series of Notes which is
greater than the relevant Series Acceptance Amount, a pro rata reduction will be applied to such Offers to Sell in
respect of the relevant Series. Any such reduction will be calculated as described in the Tender Offer Memorandum.
Offers to Sell which relate (including after any pro-rating) to a nominal amount of Notes of any relevant Series of less
than the relevant Minimum Denomination will be rejected.
Electronic Offer Instructions
In order to participate in, and be eligible to receive the Tender Consideration in respect of the relevant Series of Notes
pursuant to, the Tender Offers, Noteholders must validly tender their Notes by delivering, or arranging to have
delivered on their behalf, a valid Electronic Offer Instruction that is received by the Tender Agent by 16:00 hours
(London time) on 25 February 2016. Electronic Offer Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
The Notes are denominated, and accordingly can only be tendered in the Tender Offers, in the Minimum
Denominations and Permitted Integral Multiples in excess thereof applicable to each respective Series, being:
Series Minimum Denomination Permitted Integral Multiples
Notes due December 2016 €50,000 €1,000
Notes due November 2017 €100,000 €1,000
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Notes due April 2018 €100,000 €1,000
Notes due May 2018 £50,000 £1,000
Notes due September 2018 €100,000 €1,000
A separate Offer to Sell must be completed on behalf of each beneficial owner and in respect of each Series of Notes.
Before making a decision whether to tender Notes pursuant to a Tender Offer, Noteholders should carefully consider all
of the information in the Tender Offer Memorandum and, in particular, the factors set out under the heading "Risk
Factors".
Indicative Timetable for the Tender Offers
Events/Dates Times and Dates
Commencement of the Tender Offers
Tender Offers announced and beginning of Tender Offer Period. Tender 18 February 2016
Offer Memorandum available from the Tender Agent.
Expiration Time
Deadline for receipt of Electronic Offer Instructions and end of Tender 16:00 hours (London time) on 25
Offer Period. February 2016
Tendering Noteholders should note that Electronic Offer Instructions must
be submitted in accordance with the deadlines of the Clearing Systems,
which will be before the Expiration Time.
Announcement of Final Offer Results
Announcement of (i) whether the Company will accept valid Offers to Sell 26 February 2016
pursuant to the Tender Offers; and (ii) each applicable FX Rate as at the
Expiration Time, the relevant Series Acceptance Amounts, any Pro-Rating
Factor (if applicable) and Accrued Interest Amounts.
Settlement Date
Settlement of the Tender Offers and payment of the Tender Consideration Expected to take place on 1 March 2016
in respect of Notes accepted for purchase.
The Company may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Tender Offers
at any time (subject to applicable law and as provided in the Tender Offer Memorandum) and the above times and
dates are subject to the right of the Company to so extend, re-open, amend and/or terminate the Tender Offers.
Noteholders are advised to check with the broker, dealer, bank, custodian, trust company, or other nominee through
which they hold their Notes as to the deadlines by which such intermediary would require receipt of instructions
from Noteholders to participate in, or (where permitted) to withdraw their instructions to participate in, the Tender
Offers in accordance with the terms and conditions of the Tender Offers as described in the Tender Offer
Memorandum in order to meet the deadlines set out above and in the Tender Offer Memorandum. The deadlines set
by any such intermediary and each Clearing System for the submission and (where permitted) withdrawal of Offers
to Sell will be earlier than the relevant deadlines specified above and in the Tender Offer Memorandum.
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Unless stated otherwise, announcements in connection with the Tender Offers will be made by the delivery of notices to
the Clearing Systems for communication to Direct Participants. Such announcements may also be found on the relevant
Reuters Screen and be made by the issue of a press release to a Notifying News Service or via the Regulatory News
Service operated by the London Stock Exchange. Copies of all such announcements, press releases and notices can also
be obtained upon request from the Tender Agent, the contact details for which are on the last page of the Tender Offer
Memorandum. Significant delays may be experienced where notices are delivered to the Clearing Systems and
Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Tender
Offers. In addition, Noteholders may contact the Joint Dealer Managers for information using the contact details below.
Noteholders are advised to carefully read the Tender Offer Memorandum for full details of, and information on,
the procedures for participating in the Tender Offer.
BNP Paribas is the Global Coordinator and Commerzbank AG and Crédit Agricole Corporate and Investment Bank
together with BNP Paribas are acting as Joint Dealer Managers for the Tender Offers and Lucid Issuer Services Limited
is acting as Tender Agent.
Questions and requests for information in relation to the Tender Offers may be directed to the Joint Dealer Managers.
GLOBAL COORDINATOR
BNP Paribas
10 Harewood Avenue
London NW1 6AA
United Kingdom
JOINT DEALER MANAGERS
BNP Paribas Commerzbank AG
10 Harewood Avenue Mainzer Landstrasse 151-153
London NW1 6AA 60327 Frankfurt am Main
United Kingdom Germany
Tel: +44 20 7595 8668 Tel: +49 69 136 59920
Attention: Liability Management Group Attention: Liability Management
Email: liability.management@bnpparibas.com Email: liability.management@commerzbank.com
Crédit Agricole Corporate and Investment Bank
9 quai du Président Paul Doumer
92920 Paris La Défense
France
Tel: +44 20 7214 5733
Attention: Liability Management
Email: liability.management@ca-cib.com
Requests for information in relation to the procedures for tendering Notes in the Tender Offers and the submission
of Electronic Offer Instructions or for copies of the Tender Offer Memorandum or related documents should be
directed to:
THE TENDER AGENT
Lucid Issuer Services Limited
Tankerton Works
4
12 Argyle Walk
London WC1H 8HA
Tel: +44 20 7704 0880
Attention: David Shilson
Email: angloamerican@lucid-is.com
Sponsor
RAND MERCHANT BANK (A division of FirstRand bank Limited)
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This
announcement and the Tender Offer Memorandum contain important information which should be read carefully before
any decision is made with respect to the Tender Offers. If any Noteholder is in any doubt as to the content of this
announcement or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own
financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or
other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such
Notes pursuant to the Tender Offers. None of the Company, the Joint Dealer Managers or the Tender Agent or any of
their respective directors, employees or affiliates makes any recommendation whether Noteholders should tender Notes
pursuant to the Tender Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted
by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by
each of the Company, the Joint Dealer Managers and the Tender Agent to inform themselves about, and to observe, any
such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the
solicitation of an offer to sell Notes (and Offers to Sell will not be accepted from Noteholders) in any circumstances in
which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the
Tender Offers to be made by a licensed broker or dealer or similar and any of the Joint Dealer Managers or any of the
Joint Dealer Managers' respective affiliates is such a licensed broker or dealer or similar in any such jurisdiction, the
Tender Offers shall be deemed to be made by such Joint Dealer Manager or such affiliate, as the case may be, on behalf
of the Company in such jurisdiction.
Each Noteholder participating in the Tender Offer will be deemed to give certain representations in respect of the
jurisdictions referred to below and generally as set out in the Tender Offer Memorandum. Any tender of Notes for
purchase pursuant to an Offer to Sell pursuant to the Tender Offer from a Noteholder that is unable to make these
representations may be rejected. Each of the Company, the Joint Dealer Managers and the Tender Agent reserves the
right, in its absolute discretion (and without prejudice to the relevant Noteholder's responsibility for the representations
made by it), to investigate, in relation to any tender of the Notes for purchase pursuant to the Tender Offer, whether any
such representation given by a Noteholder 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 Offer to Sell may be rejected.
United States
The Tender Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or
by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities
exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of
1933, as amended (each a “U.S. Person”)). This includes, but is not limited to, facsimile transmission, electronic mail,
telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the
Tender Offers by any such use, means, instrumentality or facility from or within the United States or by persons located
or resident in the United States or by any person acting for the account or benefit of a U.S. Person. Accordingly, copies
of this announcement and the Tender Offer Memorandum and any other documents or materials relating to the Tender
Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located
or resident in the United States or to any U.S. Person. Any purported tender of Notes in the Tender Offers resulting
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directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by, or
by any person acting for the account or benefit of a U.S. Person or by a person located in the United States or from
within the United States or from any agent, fiduciary or other intermediary acting on a non-discretionary basis for a
principal giving instructions from within the United States will be invalid and will not be accepted.
Each holder of Notes participating in the Tender Offers will represent that it is not a U.S. Person, it is not located in the
United States and it is not participating in the Tender Offers from the United States, or that it is acting on a non-
discretionary basis for a principal located outside the United States that is not giving an order to participate in the
Tender Offers from the United States and is not a U.S. Person. For the purposes of this and the above paragraph,
“United States” means the United States of America, its territories and possessions (including Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States
of America and the District of Columbia.
United Kingdom
The communication of this announcement and the Tender Offer Memorandum and any other documents or materials
relating to the Tender Offers are 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. 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. The communication of such documents and/or materials as a financial promotion is only being made to those
persons in 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 to persons falling
within Article 43(2) of the Order, or to other persons to whom it may otherwise lawfully be made in accordance with
the Order.
Italy
None of the Tender Offers, this announcement, the Tender Offer Memorandum or any other documents or materials
relating to the Tender 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 Tender 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 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4 of
CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Any holder or beneficial owner of the Notes may tender their Notes for purchase in the Tender Offers 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. 16190 of 29 October
2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 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, this announcement, or the Tender Offer Memorandum.
Belgium
None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Tender
Offers have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets
Authority (Autorité des services et marches financiers / Autoriteit financiële diensten en markten) and, accordingly, the
Tender Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian
Law of 1 April 2007 on public takeover bids (as amended or replaced from time to time) (the “Belgian Takeover
Law”). Accordingly, the Tender Offers may not be advertised and the Tender Offers will not be extended, and none of
this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offers
(including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed
or made available, directly or indirectly, to any person in Belgium other than (i) to "qualified investors" in the sense of
Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to
trading of placement instruments on regulated markets (as amended from time to time), acting on their own account or
(ii) in any circumstances set out in Article 6(4) of the Belgian Takeover Law. Insofar as Belgium is concerned, the
Tender Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively
for the purpose of the Tender Offers. Accordingly, the information contained in this announcement and the Tender
Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.
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France
The Tender Offers are not being made, directly or indirectly, to the public in the Republic of France (“France”). None
of this announcement, the Tender Offer Memorandum or any other document or material relating to the Tender Offers
has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio
management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille
pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, in each case acting
for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French
Code Monétaire et Financier, are eligible to participate in the Tender Offers. Neither this announcement nor the Tender
Offer Memorandum has been and will not be submitted for clearance to nor approved by the Autorité des Marchés
Financiers.
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